Common use of Mutilated, Destroyed, Lost and Stolen Notes Clause in Contracts

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 15 contracts

Samples: Indenture (Victoria's Secret & Co.), Indenture (Victoria's Secret & Co.), Indenture (Core & Main, Inc.)

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Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 purchaser, the Issuer may execute, and, upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If documents required by the Trustee or the CompanySection 6.3, such Holder shall furnish together with an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer’s Certificate, the TrusteeIndenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 306Section, the Company Issuer, the Indenture Trustee, 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 13 contracts

Samples: Indenture (PennyMac Mortgage Investment Trust), Indenture (loanDepot, Inc.), Indenture (New Residential Investment Corp.)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and Principal Amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if Principal Amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or has been called for redemption in full, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.08, the Company may require payment by the payment Holder of 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 the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes Note duly issued hereunder. The provisions of this Section 306 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 (Cisco Systems Inc), Indenture (Cisco Systems Inc), Indenture (Health Management Associates Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, Company whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Supplemental Indenture (Concho Resources Inc), Thirteenth Supplemental Indenture (Concho Resources Inc), Twelfth Supplemental Indenture (Concho Resources Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Hd Supply, Inc.), Indenture (LBM Holdings, LLC), Indenture (LBM Holdings, LLC)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute and the Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) there shall be delivered to the Issuer and the Trustee evidence to protect their satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Issuer, the Trustee and (iiunless an Insurer Default has occurred and is continuing) the Company Insurer such security or indemnity as may be required by them to protect save each of them and any agent of either of them harmless, then, in the Companyabsence of actual notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 306Section, the Company Issuer or the Trustee 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 expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.04 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 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 9 contracts

Samples: Indenture (Ikon Receivables LLC), Indenture (Ikon Receivables LLC), Indenture (Ikon Receivables LLC)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall authenticate a replacement Note if be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of written notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute, and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 3062.09, the Company may require payment by the payment Holder of 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 the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.09 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 8 contracts

Samples: Indenture (ProSomnus, Inc.), Indenture (ProSomnus, Inc.), Indenture (ProSomnus, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee or the Note Registrar, or the Issuing Entity, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuing Entity, the Note claims Registrar and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Issuing Entity will execute and upon its request the Indenture Trustee will authenticate and deliver (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment case of (i) Bearer Notes, outside the Trustee to protect the Trustee and (ii) the Company to protect the CompanyUnited States), the Trusteein exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series, Class or Tranche, Scheduled Principal Payment Date, Legal Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuing Entity in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 3063.06, the Company Issuing Entity 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 3.06 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuing Entity, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series, Class or Tranche duly issued hereunder. . (e) The provisions of this Section 306 3.06 are exclusive and shall will 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 (Chase Card Funding LLC), Indenture (Chase Issuance Trust), Indenture (Chase Issuance Trust)

Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, 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 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note, and (aii) notifies there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Supplemental Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Ninth Supplemental Indenture (Graphic Packaging Holding Co), Seventh Supplemental Indenture (Graphic Packaging Holding Co), Eighth Supplemental Indenture (Graphic Packaging Holding Co)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuer will execute and upon its request the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 6 contracts

Samples: Indenture (New Residential Investment Corp.), Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured coupons, if any, appertaining thereto) is surrendered to the Note Registrar Indenture Trustee, or if the Holder Issuer and the Indenture Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Issuer will execute and upon its request the Indenture Trustee will authenticate and deliver (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment case of (i) Bearer Notes, outside the Trustee to protect the Trustee and (ii) the Company to protect the CompanyUnited States), the Trusteein exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, series or class, Expected Principal Payment Date, Legal Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same series or class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 6 contracts

Samples: Indenture (Daimlerchrysler Wholesale Receivables LLC), Indenture (Carco Auto Loan Master Trust), Indenture (Daimlerchrysler Master Owner Trust)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenIndenture Trustee, the Company Issuer shall issue execute and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Issuer and the Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless (which security and indemnity shall be provided by the Company Agent to protect the Companyextent such loss or theft occurs while it holds the Note on behalf of a Noteholder), then, in the absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer, in its discretion discretion, may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 3062.5, the Company Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.5 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: Indenture (Bluegreen Corp), Third Amended and Restated Indenture (Bluegreen Corp), Amended and Restated Indenture (Bluegreen Corp)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Trustee, a Paying Agent Manager and the Note RegistrarIndenture Trustee harmless, from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant to the proviso to the preceding sentence, a protected purchaser (as defined in the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment was made) presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge that may be incurred by the Indenture Trustee or the Issuer in connection therewith. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series and Class. The provisions of this Section 306 206 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: Indenture (TAL International Group, Inc.), Indenture (TAL International Group, Inc.), Indenture (TAL International Group, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from the Corporation shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and Principal Amount, Stated Maturity and interest rate, bearing a number not contemporaneously outstanding. If the Corporation, the Note Registrar, any Authenticating Agent and the Trustee receive evidence to their satisfaction of the destruction, loss that or theft of any Note, and there is delivered to the Corporation, the Note Registrar, any Authenticating Agent and the Trustee such security or indemnity as may be required by them to save each of them may suffer if harmless, then, in the absence of notice to the Corporation, the Note Registrar, any Authenticating Agent or the Trustee that such Note has been acquired by a bona fide purchaser, the Corporation shall execute and upon its request the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of such destroyed, lost or stolen Note, a new Note is replacedof the same series and of like tenor, Principal Amount, Stated Maturity and interest rate. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Corporation in its discretion may, instead of issuing a new Note, pay such Note. Every new Note issued pursuant to this Section 3.8 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Corporation, whether or not the 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 such series duly issued and authenticated hereunder. Neither the Corporation, the Trustee, the Note Registrar nor any Authenticating Agent shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the Principal Amount of Notes which may be issued hereunder or for the purpose of determining any percentage of Notes Outstanding hereunder, but both the original and duplicate Note shall be treated as one and the same. Upon the issuance of any new Note under this Section 3063.8, the Company Corporation 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 expenses (including the fees and expenses of the Note Registrar, any Authenticating Agent and the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.8 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: Indenture of Trust (Education Loans Inc /De), Indenture of Trust (Education Loans Inc /De), Indenture of Trust (Education Loans Inc /De)

Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if (b) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Entegris Inc), Indenture (On Semiconductor Corp), Indenture (Entegris Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Servicemaster Co), Senior Interim Loan Credit Agreement (Servicemaster Co), Indenture (Hertz Corp)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuer will execute and upon its request the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company Issuer to protect the CompanyIssuer, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.9, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.9 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.9 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 (Booz Allen Hamilton Holding Corp), Indenture (Sylvamo Corp), Indenture (Booz Allen Hamilton Holding Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of any series claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request furnishes to the Company or and to the Trustee prior evidence reasonably acceptable to the Note being acquired by a protected purchaser as defined in Section 8-303 them of the Uniform Commercial Code ownership and (c) satisfies any other reasonable requirements the destruction, loss or theft of the Company. If required by the Trustee or the Company, such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company or the Trustee, as the case may be, to protect the Company, the Trustee, a Paying Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case any The Company may charge such mutilated, destroyed, lost or stolen Holder for the Company's expenses in replacing such Note has become or is about (including (i) expenses of the Trustee charged to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover and (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge the Company for the Trustee) connected therewith's expenses in replacing such Note. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Verio Inc), Indenture (Spincycle Inc), Indenture (RCN Corp /De/)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute and the Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Company absence of actual notice to protect the CompanyIssuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 306Section, the Company Issuer or the Trustee 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 expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.04 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 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 4 contracts

Samples: Indenture (Copelco Capital Funding LLC 99-B), Indenture (Ikon Receivables LLC), Indenture (Copelco Capital Funding LLC 2000-A)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Phinia Inc.), Indenture (Phinia Inc.), Indenture (US Foods Holding Corp.)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute, and the Trustee shall authenticate and deliver in exchange therefor, a replacement new Note if (a "NEW NOTE") of like tenor and principal amount and bearing a number not contemporaneously outstanding. Each New Note issued pursuant to this Section in exchange for, in substitution for, or in lieu of a Predecessor Note shall be dated the requirements of Section 8-405 of date of, and be in the Uniform Commercial Code are metform of, such that Predecessor Note. If there shall be delivered to the Holder (a) notifies the Company or Issuer and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by each of them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the CompanyIssuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Trustee shall authenticate and deliver, a Paying Agent and the Note Registrar, from any loss that any in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a New Note has become of like tenor and principal amount and bearing a number not contemporaneously outstanding. In every case of mutilation or is about to become due and payabledefacement, the Company in its discretion may, instead of issuing a new Note, pay such Noteapplicant shall surrender to the Trustee the Note so mutilated or defaced. Upon the issuance of any new Note under this Section 306substitute Note, the Company Issuer may require the payment by the applicant of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed or incurred in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new New Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer evidencing the same debt as the Predecessor Note, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyoneanyone having rights in such New Note thereunder and hereunder, and any such New Note shall be entitled to all the benefits of this Indenture equally and ratably with any of the other Security Documents to the same extent as such Predecessor Note. All Notes shall be held and all other Notes duly issued hereunder. The owned upon the express condition that, to the extent permitted by law, the foregoing provisions of this Section 306 are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes 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 NotesNotes or negotiable instruments without their surrender.

Appears in 4 contracts

Samples: Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or Issuer and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the CompanyIssuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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 Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.08, the Company Issuer may require payment by the payment Holder of 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 the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Jazz Pharmaceuticals PLC), Indenture (Jazz Pharmaceuticals PLC), Indenture (Horizon Pharma PLC)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Sally Beauty Holdings, Inc.), Indenture (Sally Beauty Holdings, Inc.), Indenture (New Sally Holdings, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Wilshire Financial Services Group Inc), Indenture (Maverick Tube Corporation), Indenture (GBC Bancorp)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyCompany or the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes of such series duly issued hereunder. The provisions of this Section 306 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: Indenture (Hertz Corp), Indenture (Hertz Corp), Indenture (Hertz Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Such Holder shall furnish an indemnity bond sufficient in the reasonable judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (RSC Equipment Rental, Inc.), Indenture (RSC Equipment Rental, Inc.), Indenture (RSC Equipment Rental, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenIndenture Trustee, the Company Issuer shall issue execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Issuer and the Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless then, in the Company absence of actual notice to protect the CompanyIssuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 3062.5, the Company Issuer or the Indenture Trustee 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 expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.5 in lieu of any destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.5 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: Indenture (Diamond Resorts International, Inc.), Indenture (Diamond Resorts Corp), Indenture (Diamond Resorts Parent, LLC)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc), Rehabilitation Exit Support Agreement (Ambac Financial Group Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless and such other reasonable requirements of as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code are methave been satisfied, such that then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 3062.09, the Company may require payment by the payment Holder of 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 the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.09 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: Indenture (Herbalife Nutrition Ltd.), Indenture (Herbalife Ltd.), Indenture (Amicus Therapeutics Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenIndenture Trustee, the Company Issuer shall issue execute and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Issuer and the Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless then, in the Company absence of actual notice to protect the CompanyIssuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer, in its discretion discretion, may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 3062.5, the Company Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.5 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: Indenture (Bluegreen Corp), Indenture (Bluegreen Corp), Indenture (Bluegreen Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security and/or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (Advanced Drainage Systems, Inc.), Indenture (BWX Technologies, Inc.), Indenture (Engility Holdings, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (Adesa California, LLC), Indenture (Adesa California, LLC), Indenture (Adesa California, LLC)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee such security or the Company, such Holder shall furnish an indemnity bond that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent any agent and the Note Registrar, any authenticating agent from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Subsidiary Guarantor, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If there shall be delivered to the requirements of Section 8-405 of Company and the Uniform Commercial Code are met, such that the Holder Trustee (a) notifies evidence to their satisfaction of the Company destruction, loss or the Trustee within a reasonable time after such Holder has notice theft of such loss, destruction or wrongful taking any Note and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request Note or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. If exchanges of Notes pursuant to this Section 3.5 are done in Luxembourg, such exchanges will be exchanged by the Trustee via the Luxembourg Agent. Upon the issuance of any new Note under this Section 3063.5, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.5 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: Indenture (Edenor), Indenture (Edenor), Indenture (Edenor)

Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder Obligor and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Obligor and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Obligor or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company shall issue Obligor may in its discretion execute and upon request of the Obligor the Trustee shall authenticate a replacement Note if the requirements and deliver, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor, Maturity Date, and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 Obligor in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Obligor 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyObligor, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and Principal Amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, (b) makes such request contemporaneously outstanding. If there shall be delivered to the Company or and the Trustee prior (i) evidence to the Note being acquired by a protected purchaser as defined in Section 8-303 their satisfaction of the Uniform Commercial Code destruction, loss or theft of any Note and (cii) satisfies any other reasonable requirements of the Company. If such security or indemnity as may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond them sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Trustee or any agent from any loss that which any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and Principal Amount and 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, pay such Note. Upon the issuance of any new Note under this Section 3063.09, the Company may require payment by the payment Holder of 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 the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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. (b) Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding because the Company, or an Affiliate of the Company, holds the Note. If a Note is replaced pursuant to clause (a) of this Section 3.09, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced security is held by a protected purchaser. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, other than in connection with a mandatory redemption under Section 3.14, or the Maturity Date money sufficient to pay all the Principal Amount plus accrued and unpaid interest and any other amounts payable under this Indenture (including but not limited to any outstanding accrued but not yet capitalized PIK Interest and all outstanding capitalized PIK Interest and any outstanding Make-Whole Payment) on all the outstanding Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date the Principal Amount of such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Appears in 3 contracts

Samples: Indenture (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated or defaced Note is surrendered to the Trustee, or the Issuer and the Note Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar and the Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or if the Holder of a Note claims Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuer shall issue execute and upon the Issuer’s request the Trustee shall authenticate and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, interest rate and principal amount, bearing a number not then outstanding and registered in the same manner. 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 Trustee shall authenticate be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, except a replacement Note if bona fide purchaser, and shall be entitled to recover upon the requirements security or indemnity provided therefor to the extent of Section 8-405 of any loss, damage, cost or expenses incurred by the Uniform Commercial Code are met, such that the Holder (a) notifies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes such request to Notwithstanding the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined foregoing, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer, upon satisfaction of the conditions set forth in its discretion clauses (i) and (ii) of clause (a) hereof may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 3062.14, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge Tax that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 2.14 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, 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 ratably proportionately with any and all other Notes duly issued hereunder. . (e) The provisions of this Section 306 2.14 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: Indenture (Ambev S.A.), Indenture (InBev Corporate Holdings Inc.), Indenture (American Beverage Co Ambev)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee directly or if through any Paying Agent or (ii) in the Holder case of a Note claims that an alleged destroyed, lost or stolen Note, the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of the Note has been lost, destroyed or wrongfully takenand there is delivered to the Indenture Trustee, the Company shall issue Registrar and the Trust such security or indemnity as may be required by the Indenture Trustee, the Registrar and the Trust to save the Indenture Trustee, the Registrar and the Trust harmless, then in either case the Trust shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of such mutilated, destroyed, lost or stolen Note, a replacement Note if the requirements of Section 8-405 new Note, of the Uniform Commercial Code are metsame maturity, tenor and principal amount as such mutilated, destroyed, lost or stolen Note, bearing a number not contemporaneously outstanding; provided, however, that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has shall have become or is shall be about to become due and payable, the Company in its discretion may, instead of issuing a new Note, the Trust may pay such Note without surrender of such Note. , except that any mutilated Note shall be surrendered. (b) Upon the issuance of any new Note under this Section 3062.08, the Company Indenture Trustee or the Trust 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, Registrar or any Paying Agent) connected in connection therewith. . (c) Every new Note issued pursuant to this Section 306 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual a separate obligation of the CompanyTrust, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunderunder the Indenture. The provisions of this Section 306 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: Omnibus Instrument (Principal Life Insurance Co), Omnibus Instrument (Principal Life Insurance Co), Omnibus Instrument (Principal Life Insurance Co)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Trustee, a Paying Agent Manager and the Note RegistrarIndenture Trustee harmless, from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant 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 upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series and Class. The provisions of this Section 306 206 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: Indenture (Textainer Group Holdings LTD), Indenture (CAI International, Inc.), Indenture (CAI International, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any transfer or similar tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series, such that and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder Company and the Trustee (a) notifies evidence to their satisfaction of the Company or the Trustee within a reasonable time after such Holder has notice ownership of such loss, destruction or wrongful taking and the destruction, loss or theft of any Note Registrar does not register a transfer prior to receiving such notification, and (b) makes such request security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being acquired is held by a protected purchaser as defined Person purporting to be the owner of such Note, the Company shall execute and the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements Tranche, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the Company. If required by the Trustee or the Companyforegoing, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyoneanyone other than the Holder of such new Note, and any such new Note shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series duly issued hereunder. The provisions of this Section 306 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: Indenture (For Senior Notes) (Carolina Power & Light Co), Indenture (For Senior Notes) (Carolina Power & Light Co), Indenture (Southern Indiana Gas & Electric Co)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (1) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (2) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, Company whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: First Supplemental Indenture (Approach Resources Inc), Second Supplemental Indenture (Oasis Petroleum Inc.), First Supplemental Indenture (Oasis Petroleum Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenIndenture Trustee, the Company Issuer shall issue execute and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Issuer and the Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless then, in the Company absence of actual notice to protect the CompanyIssuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer, in its discretion discretion, may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 3062.5, the Company Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.5 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: Indenture (Bluegreen Corp), Indenture (Bluegreen Corp), Indenture (Bluegreen Corp)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and make available for delivery in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding (and, in the requirements case of Section 8-405 Notes issued in the form of Global Notes under the Uniform Commercial Code are metNew Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes and such that Global Notes shall have been effectuated by the Holder Common Safekeeper). (b) If there shall be delivered to the Company and the Trustee (a) notifies evidence to their satisfaction of the Company destruction, loss or the Trustee within a reasonable time after such Holder has notice theft of such loss, destruction or wrongful taking any Note and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request security or indemnity as may be required by each of them to hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 (within the meaning of the Uniform Civil Code and/or the Commercial Code as in effect in the jurisdiction in which the Company is organized), the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding (and, in the case of Notes issued in the form of Global Notes under the New Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes and such Global Notes shall have been effectuated by the Common Safekeeper). (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. . (d) Upon the issuance of any new Note under this Section 3062.8, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. . (e) Every new Note issued pursuant to this Section 306 2.8 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.8 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 (Amphenol Corp /De/), Indenture (Amphenol Corp /De/)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder Company, together with, in appropriate cases, such security or indemnity as may be required by the Company or the Trustee to hold each of a Note claims that the Note has been lost, destroyed them or wrongfully takenany agent of either of them harmless, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series and principal amount, such that the Holder (a) notifies containing identical terms and provisions and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and to the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon the Company’s request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. Notwithstanding the provisions of the Company. If required by the Trustee or the Companyimmediately preceding two paragraphs, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, Note pay such Notesuch. Upon the issuance of any new Note under this Section 306Section, the Company 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 reasonable fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 306 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 (Carramerica Realty Corp), Indenture (Carramerica Realty Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute, and the Trustee shall authenticate and deliver in exchange herefor a replacement new Note if of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If after the delivery of such new Note, a bona fide purchaser as defined in Section 8-303 of the Uniform Commercial Code original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and (c) satisfies the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any other reasonable requirements transferee thereof, except a bona fide purchaser of such new Note, and shall be entitled to recover upon the Company. If required security or indemnity provided herefor to the extent of any loss, damage, cost or expense incurred by the Trustee Company or the Company, such Holder shall furnish an indemnity bond sufficient Trustee in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedconnection therewith. 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every Except as provided above, every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (TMM Holdings), Indenture (Grupo TMM Sa)

Mutilated, Destroyed, Lost and Stolen Notes. (1) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such mutilated 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. (2) If there shall be delivered to the Issuer and to the Trustee (i) evidence to the Trustee’s satisfaction of the destruction, loss or theft of any Note and (ii) such surety bond and indemnity in amount and form as may be required by them to save each of them and their agents harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser (as defined under the Canada Business Corporations Act), the Issuer shall execute and upon receipt of the Issuer Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. The applicant for a replacement Note if shall bear the requirements of Section 8-405 cost of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice issue thereof and in case of such loss, destruction or wrongful taking theft shall, as a condition precedent to the issue thereof, furnish to the Issuer and to the Trustee such evidence of ownership and of the loss, destruction or theft of the Note so lost, destroyed or stolen as shall be satisfactory to each of the Issuer and the Note Registrar does not register a transfer prior to receiving Trustee in their discretion, and such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder applicant shall also furnish an indemnity bond sufficient and surety bond, in amount and form satisfactory to each of the judgment of (i) Issuer and the Trustee to protect in their discretion, and shall pay the reasonable charges and expenses of the Issuer and the Trustee and in connection therewith. Any instructions by the Issuer to the Trustee under this section shall include such indemnity for the protection of the Trustee as the Trustee may reasonably require. (ii3) Notwithstanding the Company to protect provisions of the Companyprevious two paragraphs, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (4) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. . (5) Every new Note of any Series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note Note, shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that Series duly issued hereunder. . (6) The provisions of this Section 306 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 (Brookfield Renewable Partners L.P.), Indenture (Brookfield Property Partners L.P.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder Issuer and the Indenture Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuer 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 Paying Agent new Note of like tenor, series or class, Expected Principal Payment Date, Legal Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes of the same series or class duly issued hereunder. . (e) The provisions of this Section 306 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 (Mellon Premium Finance Loan Owner Trust), Indenture (Mellon Bank Premium Finance Loan Master Trust)

Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note or a Note with a mutilated Note Coupon appertaining to it is surrendered to the Note Registrar or if Trustee, subject to the Holder provisions of a Note claims that the Note has been lost, destroyed or wrongfully takenthis Section 3.5, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, such that with Coupons appertaining thereto corresponding to the Holder (a) notifies Coupons, if any, appertaining to the surrendered Note. If there be delivered to the Company or and the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note or Coupon, and (ii) such Holder has security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior that such Note or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company's request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note or in exchange for the Note to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Note of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Note or to the Note being acquired by a protected purchaser as defined to which such destroyed, lost or stolen Coupon appertains. Notwithstanding the foregoing provisions of this Section 3.5, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such NoteNote or Coupon; provided, however, that payment of principal of, and any premium or interest, if any, on any Notes shall, except as otherwise provided in Section 10.2, be payable only at an Office or Agency for such Notes located outside the United States and its possessions. Upon the issuance of any new Note under this Section 3063.5, the Company may require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee and counsel) connected therewith. Every new Note Note, with any Coupons appertaining thereto issued pursuant to this Section 306 3.5 in lieu of any destroyed, lost or stolen Note, or in exchange for a Note to which a destroyed, lost or stolen Coupon appertains shall constitute an original additional contractual a separate obligation of the Company, whether or not the destroyed, lost or stolen Note and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series and any Coupons, if any, duly issued hereunder. The provisions of this Section 306 are 3.5, as amended or supplemented pursuant to this Indenture with respect to particular Notes or generally, shall be 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 NotesNotes or Coupons.

Appears in 2 contracts

Samples: Subordinated Indenture (Cit Group Inc), Senior Indenture (Cit Group Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Trustee, a Paying Agent Manager and the Note RegistrarIndenture Trustee harmless, from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant 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 upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series and Class. The provisions of this Section 306 206 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 (SeaCube Container Leasing Ltd.), Indenture (Seacastle Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue Issuers and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such that security or indemnity as may be required to protect the Holder (a) notifies Issuers, the Company Trustee and any Authenticating Agent or other agent of the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Issuers or the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Issuers shall execute and upon its receipt of an Issuers' Order the Trustee shall authenticate and deliver, 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 Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuers may require the payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Ellington Financial Inc.), Indenture (Ellington Financial LLC)

Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity bond, in each case, as may be required by them to save each of them and any Authenticating Agent harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by a Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company 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 expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 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 (Wheeler Real Estate Investment Trust, Inc.), Indenture (Wheeler Real Estate Investment Trust, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue and execute and, if applicable, the Subsidiary Guarantors shall execute the notation of Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 purchaser, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notation of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, and, if applicable, the notation of Subsidiary Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Second Supplemental Indenture (Stone Energy Corp), First Supplemental Indenture (Stone Energy Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser such security or indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Trustee and any Authenticating Agent and or other agent of the Note Registrar, Company or the Trustee from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall execute and upon its receipt of a Company Order the Trustee shall authenticate and deliver, 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (New York Mortgage Trust Inc), Indenture (Ellington Financial LLC)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Issuer will execute and (c) satisfies any other reasonable requirements of upon its written request the Company. If required by the Indenture Trustee or the Companyits agent will authenticate and deliver, in exchange for or in lieu of any such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companymutilated, the Trusteedestroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series, Class or Tranche, Scheduled Principal Payment Date, Legal Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series, Class or Tranche duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (National City Bank /), Indenture (National City Credit Card Master Trust)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee (and the Paying Agent and Note Registrar, if the Trustee is acting in such capacities) and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Frontdoor, Inc.), Indenture (Servicemaster Global Holdings Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Hertz Global Holdings Inc), Indenture (Hertz Global Holdings Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or and the Trustee within a reasonable time after that such Holder has provided notice of such loss, destruction or wrongful taking and the Note Registrar does has not register registered a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (HSI IP, Inc.), Indenture (HSI IP, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) either any mutilated Note is surrendered to the Note Registrar or if the Holder Issuer, the Note Registrar and the Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note claims Registrar and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuer will execute and upon its request the Note Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series, Class or Tranche, Expected Principal Payment Date, Legal Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 3063.06, the Company Issuer and 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 expenses (including the fees fees, expenses and expenses indemnities of the TrusteeNote Registrar) connected therewith. . (d) Every new Note issued pursuant to this Section 306 3.06 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series, Class or Tranche duly issued hereunder. . (e) The provisions of this Section 306 3.06 are exclusive and shall will 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 (WF Card Funding LLC), Indenture Agreement (WF Card Issuance Trust)

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Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Johnsondiversey Holdings Inc), Indenture (Johnsondiversey Holdings Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated or defaced Note is surrendered to the Trustee or the Issuer, and the Note Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar and the Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or if the Holder of a Note claims Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuer shall issue execute and upon the Issuer's request the Trustee shall authenticate and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, interest rate and principal amount, bearing a number not then outstanding and registered in the same manner. 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 Trustee shall authenticate be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, except a replacement Note if bona fide purchaser, and shall be entitled to recover upon the requirements security or indemnity provided therefor to the extent of Section 8-405 of any loss, damage, cost or expenses incurred by the Uniform Commercial Code are met, such that the Holder (a) notifies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes such request to Notwithstanding the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined foregoing, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer, upon satisfaction of the conditions set forth in its discretion clauses (i) and (ii) of clause (a) hereof may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 3062.14, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge Tax that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 2.14 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, 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 ratably proportionately with any and all other Notes duly issued hereunder. . (e) The provisions of this Section 306 2.14 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 (Petrobras International Finance Co), Indenture (Petrobras International Finance Co)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Obligors shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame Series and Class, such that of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking Obligors and the Note Registrar does not register a transfer prior to receiving such notificationTrustee, (bi) makes evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such request security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Obligors, the Trustee or the CompanySupport Provider that such Note has been acquired by a bona fide purchaser, such Holder the Obligors shall furnish an indemnity bond sufficient execute and upon its request the Trustee shall authenticate and make available for delivery (in the judgment case of (i) Bearer Notes, outside the Trustee to protect the Trustee and (ii) the Company to protect the CompanyUnited States), the Trusteein exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note (of the same Series and the Class), in lieu of any such destroyed, lost or stolen Note, a new Note Registrar, from any loss that any of them may suffer if like tenor and principal amount and bearing a Note is replacednumber 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 Obligors in its their discretion may, instead of issuing a new Note, cause the Trustee to pay such Note by depositing with the Trustee the full amount needed to pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Obligors or the Trustee 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any Series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyObligors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Master Agreement and the related Series Supplement equally and ratably proportionately with any and all other Notes of the same Series duly issued hereunderhereunder and under the related Series Supplement. The provisions of this Section 306 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: Master Facility Agreement (Advanta Leasing Receivables Corp Ix), Master Facility Agreement (Advanta Leasing Receivables Corp Ix)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 purchaser, the Issuer may execute, and, upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If documents required by the Trustee or the CompanySection 6.3, such Holder shall furnish together with an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer’s Certificate, the TrusteeIndenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 3066.6, the Company Issuer, the Indenture Trustee, 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (DITECH HOLDING Corp), Indenture (DITECH HOLDING Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Ww International, Inc.), Indenture (Weight Watchers International Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer of such Notes shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company Issuer of such Notes or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer of such Notes or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the CompanyIssuer of such Notes. If required by the Trustee or the CompanyIssuer of such Notes, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company such Issuer to protect the Companysuch Issuer, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer of such Notes in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuer of such Notes 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer of such Note, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Univar Solutions Inc.), Indenture (Univar Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (1) If a (i) any mutilated Note is surrendered to the Trustee, or the Obligor and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note Registrar and (ii) there is delivered to the Obligor and the Trustee such security and/or indemnity as may be required by them to save each of them harmless from any loss, liability or expense that they may suffer if such Note is replaced and subsequently presented or otherwise claimed for payment, then, in the Holder absence of a Note claims notice to the Obligor or the Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser (as such term is defined in Section 8-303 of the New York Uniform Commercial Code and (c) satisfies any other reasonable requirements Code), the Obligor may in its discretion execute and, upon receipt of the Company. If required by an Authentication Order, the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor, series, Maturity Date, and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (2) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Obligor in its discretion may, instead of issuing a new Note, pay such Note. . (3) Upon the issuance of any new Note under this Section 3062.05, the Company Obligor may require the payment by the Holder thereof of 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 the Trustee) connected therewith. . (4) Every new Note issued pursuant to this Section 306 2.05 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyObligor, 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 ratably proportionately with any and all other Notes duly issued hereunder. . (5) The provisions of this Section 306 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 (Verisign Inc/Ca), Indenture (Verisign Inc/Ca)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a mutilated any certificated Note is surrendered to the Note Registrar becomes mutilated, defaced, destroyed, lost or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company shall issue execute and upon receipt of a Company Order, the Trustee shall authenticate and deliver in exchange therefor (upon surrender and cancellation thereof) a replacement new certificated Note if of like tenor (including the requirements same date of Section 8-405 of the Uniform Commercial Code are metissuance) and equal principal amount, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient registered in the judgment same manner and dated the date of (i) its authentication and bearing a number not contemporaneously outstanding. In case such certificated Note is destroyed, lost or stolen, the Trustee applicant for a substituted certificated Note will furnish to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a the Paying Agent and the Note Registrar, from any loss that any as applicable, such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and, in every case of destruction, loss or theft of the Note, the applicant will also furnish to the Company satisfactory evidence of the destruction, loss or theft of such certificated Note, as the case may suffer if be, and of the ownership thereof. Upon the issuance of any such certificated Note, the Company, the Trustee, the Paying Agent and the Note Registrar, as applicable, may require the payment by the registered Holder thereof of a Note is replaced. sum sufficient to cover fees and expenses connected therewith. (b) In case any such mutilated, destroyed, lost or stolen certificated Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses . (including the fees and expenses of the Trusteec) connected therewith. Every new Note issued pursuant to this Section 306 2.13 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, 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 ratably proportionately with any and all other Notes duly issued hereunder. . (d) The provisions of this Section 306 2.13 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 (Millicom International Cellular Sa), Indenture (Millicom International Cellular Sa)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 purchaser, the Issuer may execute, and, upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If documents required by the Trustee or the CompanySection 6.3, such Holder shall furnish together with an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer's Certificate, the TrusteeIndenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 306Section, the Company Issuer, the Indenture Trustee, 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (Nationstar Mortgage Holdings Inc.), Indenture (Nationstar Mortgage Holdings Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lostIndenture Trustee, destroyed or wrongfully taken, the Company Issuer shall issue execute and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or the Issuer and Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Company absence of actual notice to protect the CompanyIssuer or Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Issuer in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 306Section, the Company Issuer or Indenture Trustee 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 expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.4 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.4 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 (Provident Lease Receivables Corp), Indenture (Provident Lease Receivables Corp)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Servicer and the Indenture Trustee harmless (the unsecured indemnity, in form and substance satisfactory to the Indenture Trustee, of a Paying Agent Rated Institutional Noteholder with a net worth of at least $100,000,000 and such net worth being at least two and one-half times the outstanding amount of such destroyed, lost or stolen Note being deemed satisfactory for such purpose), then the Issuer shall execute and the Note RegistrarIndenture Trustee shall authenticate and deliver, from any loss that any in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series, and with like maturity and other terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant to the proviso to the preceding paragraph, 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 all 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. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered to a Noteholder under the provisions of this Section 2.06, require the advance payment by each such Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer in connection with the issuance, authentication and delivery of such new Note. Any Note issued under the provisions of this Section 2.06 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series. The provisions of this Section 306 2.06 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 (Seacastle Inc.), Indenture (Seacastle Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee or if Funding Corp. or Funding Corp. and the Holder Trustee receive evidence to their satisfaction of a Note claims that the Note has been lostdestruction, destroyed loss or wrongfully takentheft of any Note, and (b) there is delivered to Funding Corp. and the Company Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, Funding Corp. shall issue execute and upon its request the Trustee shall authenticate a replacement Note if the requirements and make available for delivery, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and principal amount, bearing a number not then outstanding. Notwithstanding the Note Registrarforegoing, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, Funding Corp. upon satisfaction of the Company conditions set forth in its discretion clauses (a) and (b) of the immediately preceding paragraph, may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.11, the Company Funding Corp. 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every If required by the Trustee or Funding Corp., an indemnity bond must be supplied by any Holder that shall be sufficient in the judgment of the Trustee and Funding Corp. to protect Funding Corp., the Trustee and any authenticating agent from any loss that any of them may suffer if a Note is replaced. Without prejudice to any rights of Funding Corp. under any indemnity bond or other security provided by any Holders pursuant to this Section 2.11, every new Note issued pursuant to this Section 306 2.11 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyFunding Corp., 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 security and benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 2 contracts

Samples: Trust Indenture (TermoEmcali Leasing LTD), Trust Indenture (TermoEmcali Leasing LTD)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Trustee, a Paying Agent Manager and the Note RegistrarIndenture Trustee harmless, from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant 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 upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series. The provisions of this Section 306 206 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 (CAI International, Inc.), Indenture (CAI International, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company Trust and the Indenture Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Note, and there is delivered to the Trust and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trust or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeTrust 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 Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if interest rate and maturity date, bearing a Note is replacednumber 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 Trust in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Trust 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyTrust, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Saul B F Real Estate Investment Trust), Indenture (Saul B F Real Estate Investment Trust)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or if the Holder Indenture Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note claims Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 purchaser, the Issuer may execute, and, upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If documents required by the Trustee or the CompanySection 6.3, such Holder shall furnish together with an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer’s Certificate, the TrusteeIndenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Stated Maturity Date and the Initial Note RegistrarBalance, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Note on a Payment Date in accordance with Section 4.5. (c) Upon the issuance of any new Note under this Section 306Section, the Company Issuer, the Indenture Trustee, 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Base Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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: Base Indenture (loanDepot, Inc.), Base Indenture (PennyMac Financial Services, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder Issuer and the Indenture Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuer will execute and upon its request the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, series or class, Expected Principal Payment Date, Legal Final Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same series or class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (Navistar Financial Dealer Note Master Trust)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of any series claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company and each Subsidiary Guarantor, if any, shall issue execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior furnishes to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, each Subsidiary Guarantor, if any, and to the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company or the Trustee, as the case may be, to protect the Company, each Subsidiary Guarantor, if any, the Trustee, a Paying Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case any The Company may charge such mutilated, destroyed, lost or stolen Holder for the Company's expenses in replacing such Note has become or is about (including (i) expenses of the Trustee charged to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover and (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge the Company for the Trustee) connected therewith's expenses in replacing such Note. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Subsidiary Guarantor, if any, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Rhythms Net Connections Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame class, such that the Holder (a) notifies the Company or the Trustee within of like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note (provided that any Noteholder's affidavit shall be sufficient evidence for such request purpose) and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless (provided that any institutional Noteholder's own unsecured agreement of indemnity shall be sufficient for these purposes so long as such Noteholder is a "qualified institutional buyer" as referred to in Section 2.06), then, in the absence of actual notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon a Company Request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a replacement Note of the Uniform Commercial Code same class, of like tenor and principal amount and bearing a number not contemporaneously outstanding. 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 Company and the 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 Company or the Trustee in connection therewith. (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Monthly Payment Date become due and payable, the Company in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 306Section, the Company or the Trustee 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 expenses (including as a result of the fees issuance of such replacement Note plus reasonable costs and expenses of the TrusteeTrustee in connection therewith. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes of the same class, duly issued hereunder. . (f) The provisions of this Section 306 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 (Fidelity Leasing Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Avis Budget Group, Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of any series claims that the Note has been lost, destroyed or wrongfully taken, the Company Holdings shall issue and execute and, upon a Holdings Order, the Trustee shall authenticate and deliver, a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding if the requirements Holder of Section 8-405 of the Uniform Commercial Code are met, such Note so requests before Holdings has notice that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder Note has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being been acquired by a protected purchaser as defined in Section 8-303 purchaser, furnishes to Holdings and to the Trustee evidence reasonably acceptable to them of the Uniform Commercial Code ownership and (c) satisfies any other reasonable requirements the destruction, loss or theft of the Company. If required by the Trustee or the Company, such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, Holdings or the Trustee, a Paying as the case may be, to protect Holdings, the Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case any Holdings may charge such mutilated, destroyed, lost or stolen Holder for Holdings' expenses in replacing such Note has become or is about (including (i) expenses of the Trustee charged to become due Holdings and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge Holdings for the Trustee) connected therewith's expenses in replacing such Note. If a Note is replaced pursuant to this Section 3.06, it ceases to be Outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyHoldings, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Telemundo Holding Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company Indenture Trustee such security or indemnity as it and the Issuer may require to protect hold the CompanyIssuer, the Trustee, a Paying Agent Manager and the Note RegistrarIndenture Trustee harmless, from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. 119711828\V-7 (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant 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 upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series and Class. The provisions of this Section 306 206 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. Section 207. Delivery, Retention and Cancellation of Notes . Each Noteholder is required, and hereby agrees, to return to the Indenture Trustee on or prior to the Legal Final Payment Date (or, if earlier, the date on which the unpaid principal balance of, and accrued interest and other amounts related to, the applicable Series of Notes shall have been paid in full (for example, pursuant to a refinancing of the Notes of the applicable Series or pursuant to the exercise of remedies under Article VIII hereof)), any Note on which the final payment due thereon has been made for the related Series of Notes. Any such Note as to which the Indenture Trustee has made or holds the final payment thereon shall be deemed canceled and unless any unreimbursed payment on such Note has been made by a Series Enhancer, shall no longer be Outstanding for any purpose of this Indenture, whether or not such Note is ever returned to the Indenture Trustee. Matured Notes delivered upon final payment to the Indenture Trustee and any Notes transferred or exchanged for other Notes shall be canceled and disposed of by the Indenture Trustee in accordance with its policy of disposal and the Indenture Trustee shall promptly deliver to the Issuer such canceled Notes upon reasonable prior written request. If the Indenture Trustee shall acquire, for its own account, any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes. If the Issuer shall acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the indebtedness represented by such Notes. Notes which have been canceled by the Indenture Trustee shall be deemed paid and discharged for all purposes under this Indenture.

Appears in 1 contract

Samples: Omnibus Amendment and Consent (Textainer Group Holdings LTD)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a ------------------------------------------- (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as it and the Issuer may require to hold the Issuer, the Bank and the Trustee harmless (it being understood that the unsecured indemnity of a Note claims Rated Institutional Noteholder shall be satisfactory for such purpose), then, in the absence of notice to the Issuer or the Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a bona fide purchaser or a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code UCC), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in exchange for or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment lieu of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same maturity and of like terms as the mutilated, destroyed, lost or is about to become stolen 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, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant to the proviso to the preceding sentence, a bona fide or protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Trustee and the Bank shall be entitled to all recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee or the Bank in connection therewith. (c) The Trustee and Issuer may, for each new Note authenticated and delivered under the provisions of this Section, require the advance payment by the Noteholder of any tax or governmental charge which may be incurred by the Trustee or Issuer. Any Note issued under the provisions of this Section in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 206 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 (Vistana Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee (and the Paying Agent and Note Registrar, if the Trustee is acting in such capacities) and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Servicemaster Global Holdings Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has notice security or indemnity as may be required by them to save each of such them harmless from any claim, loss, destruction cost or wrongful taking and liability resulting from such lost or stolen Note, then, in the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become due and payable, or is about to will become due and payablepayable pursuant to a notice of redemption that has been delivered pursuant to this Indenture and the Notes, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, 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 ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Affinia Group Intermediate Holdings Inc.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated or defaced Note is surrendered to the Trustee, or Unibanco and the Note Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to Unibanco, the Note Registrar and the Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to Unibanco, the Note Registrar or if the Holder of a Note claims Trustee that the such Note has been lostacquired by a bona fide purchaser, destroyed Unibanco shall execute and upon Unibanco’s request the Trustee shall authenticate and make available for delivery, in exchange for or wrongfully takenin lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, interest rate and principal amount, bearing a number not then outstanding and registered in the Company shall issue same manner. 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, Unibanco and the Trustee shall authenticate be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, except a replacement Note if bona fide purchaser, and shall be entitled to recover upon the requirements security or indemnity provided therefor to the extent of Section 8-405 of the Uniform Commercial Code are metany loss, such that the Holder (a) notifies the Company damage, cost or expenses incurred by Unibanco or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes such request to Notwithstanding the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined foregoing, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, Unibanco, upon satisfaction of the Company conditions set forth in its discretion clauses (i) and (ii) of clause (a) hereof and subject to the prior written consent of the Central Bank may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 3062.15, the Company Unibanco may require the payment of a sum sufficient to cover any tax or other governmental charge Tax that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 2.15 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyUnibanco, 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 ratably proportionately with any and all other Notes duly issued hereunder. . (e) The provisions of this Section 306 2.15 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 (Unibanco Union of Brazilian Banks Sa)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 3062.9, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.9 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.9 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 (Lannett Co Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Borrower shall issue execute and the Trustee shall authenticate and deliver in exchange therefore a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request If there shall be delivered to the Company or Borrower and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless then, in the Company absence of actual notice to protect the CompanyBorrower or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeBorrower shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent replacement Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replaced. number not contemporaneously outstanding. (c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Payment Date become due and payable, the Company Borrower in its discretion may, instead of issuing a new replacement Note, pay or cause the Trustee to pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 3062.4, the Company Borrower or the Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses as a result of the Trusteeissuance of such replacement Note. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 2.4 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyBorrower, whether or not the 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 ratably proportionately with any and all other Notes duly issued hereunder. . (f) The provisions of this Section 306 2.4 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: Trust Indenture (Trendwest Resorts Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame class, such that the Holder (a) notifies the Company or the Trustee within of like tenor and principal amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note (provided that any Noteholder's affidavit shall be sufficient evidence for such request purpose) and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon a Company Request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a replacement Note of the Uniform Commercial Code same class, of like tenor and principal amount and bearing a number not contemporaneously outstanding. 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 Company and the 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 Company or the Trustee in connection therewith. (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or is about to will at the next Monthly Payment Date become due and payable, the Company in its discretion may, instead of issuing a new replacement Note, pay such Note. . (d) Upon the issuance of any new replacement Note under this Section 306Section, the Company or the Trustee 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 expenses (including as a result of the fees issuance of such replacement Note plus reasonable costs and expenses of the TrusteeTrustee in connection therewith. (e) connected therewith. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes of the same class, duly issued hereunder. . (f) The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of Of mutilated, destroyed, lost or stolen Notes.

Appears in 1 contract

Samples: Indenture (Fidelity Leasing Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) shall issue execute and upon receipt of an Authentication Order the Trustee shall authenticate a replacement Note if the requirements and deliver, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber 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 (or Select Medical Escrow prior to the Select Medical Escrow Merger) in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany (or Select Medical Escrow prior to the Select Medical Escrow Merger), 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Atlantic Health Group Inc)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Indenture Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receives evidence to its satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company to protect the Company, the Trustee, a Paying Agent Indenture Trustee such security or indemnity as it and the Note RegistrarIssuer may require to hold the Issuer and the Indenture Trustee harmless (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose), from any loss that any then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a replacement Note has become of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or is about to stolen Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within thirty (30) days shall be or become due and payable, the Company in its discretion may, instead of issuing a new Note, Issuer may pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation when so due or payable instead of issuing a replacement Note. (b) If, after the Companydelivery of such replacement Note, whether or not the payment of a destroyed, lost or stolen Note shall be at any time enforceable by anyonepursuant 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 upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunderof the same Series and Class. The provisions of this Section 306 206 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 (BRL Universal Equipment Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from the Issuer shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and Principal Amount, Stated Maturity and interest rate, bearing a number not contemporaneously outstanding. If the Issuer, the Note Registrar, any Authenticating Agent and the Trustee receive evidence to their satisfaction of the destruction, loss that or theft of any Note, and there is delivered to the Issuer, the Note Registrar, any Authenticating Agent and the Trustee such security or indemnity as may be required by them to save each of them may suffer if harmless, then, in the absence of notice to the Issuer, the Note Registrar, any Authenticating Agent or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of such destroyed, lost or stolen Note, a new Note is replacedof the same series and of like tenor, Principal Amount, Stated Maturity and interest rate. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Every new Note issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the 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 such series duly issued and authenticated hereunder. Neither the Issuer, the Trustee, the Note Registrar nor any Authenticating Agent shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the Principal Amount of Notes which may be issued hereunder or for the purpose of determining any percentage of Notes Outstanding hereunder, but both the original and duplicate Note shall be treated as one and the same. Upon the issuance of any new Note under this Section 3062.8, the Company 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 expenses (including the fees and expenses of the Note Registrar, any Authenticating Agent and the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.8 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 of Trust (Collegiate Funding Services Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Trustee, the Borrower shall execute and deliver in exchange therefor a new Note Registrar of the same series and of like tenor and maximum principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Borrower (a) evidence to the Borrower's satisfaction of the destruction, loss or if theft of any Note and (b) such security or indemnity as may be required by them to hold the Holder Borrower and any of a Note claims its agents, including the Trustee, harmless, then, in the absence of notice to the Borrower that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined bona fide purchaser, the Borrower shall execute and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee like tenor and (ii) the Company to protect the Company, the Trustee, principal amount and maximum principal amount and bearing a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacednumber 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 Borrower in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Borrower 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 expenses (including the fees and expenses of the TrusteeNote Registrar) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyBorrower, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Agreement equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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: Warehouse Note Purchase and Security Agreement (Nelnet Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee like tenor and (ii) the Company to protect the Company, the Trustee, principal amount and bearing a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacednumber 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, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 306 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 (Gas Transporter of the South Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a If (a) any mutilated Note is surrendered to the Note Registrar Trustee or the Issuer, or if the Holder Security Registrar and the Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Note claims and (b) there is delivered to the Issuer, the Security Registrar and the Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Security Registrar or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuer shall issue execute and, upon the Issuer's request, the Trustee shall authenticate and make available for delivery in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal face amount of principal, registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in lieu of and substitution for such Note. If, after 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 Trustee shall authenticate be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, except a replacement Note if bona fide purchaser, and shall be entitled to recover upon the requirements security or indemnity provided therefor to the extent of Section 8-405 of any loss, damage, cost or expenses incurred by the Uniform Commercial Code are met, such that the Holder (a) notifies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedconnection therewith. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, payable (excluding any payment of principal other than the Company final installment of principal) the Issuer in its discretion may, instead of issuing a new Note, pay such Note without surrender thereof (except in the case of a mutilated Note) if the applicant for such payment shall furnish to the Issuer and the Trustee such reasonable security or indemnity as they may require to save each of them harmless, and in case of destruction, loss or theft, evidence to the satisfaction of the Issuer and the Trustee of the destruction, loss or theft of such Note. Upon the issuance of any new Note under this Section 306Section, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Bradlees Stores Inc)

Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Mortgage Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lostIndenture Trustee, destroyed or wrongfully takenGolden State Petroleum shall execute, the Company shall issue and the Indenture Trustee shall authenticate and deliver in exchange therefor, a replacement new Mortgage Note if the requirements of Section 8-405 of the Uniform Commercial Code are metlike tenor, such that the Holder (a) notifies the Company or the Trustee within principal amount, Class and Stated Maturity and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking number not contemporaneously outstanding. If there shall be delivered to Golden State Petroleum and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Indenture Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Mortgage Note and (ii) such security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the Company absence of notice to protect Golden State Petroleum or the CompanyIndenture Trustee that such Mortgage Note has been acquired by a bona fide purchaser, Golden State Petroleum shall execute and upon its request the TrusteeIndenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Mortgage Note, a Paying Agent new security of like tenor, principal amount, Class and Stated Maturity and bearing a number not contemporaneously outstanding. If after the delivery of such new Mortgage Note, a bona fide purchaser of the original Mortgage Note in lieu of which such new Mortgage Note was issued presents for payment such original Mortgage Note, Golden State Petroleum and the Indenture Trustee shall be entitled to recover such new Mortgage Note Registrarfrom the person to whom it was delivered or any transferee thereof, from except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss that any of them may suffer if a Note is replacedloss, damage, cost or expense incurred by Golden State Petroleum or the Indenture Trustee in connection therewith. In case any such mutilated, destroyed, lost or stolen Mortgage Note has become or is about to become due and payable, the Company Golden State Petroleum in its discretion may, instead of issuing a new Mortgage Note, pay such Mortgage Note. Upon the issuance of any new Mortgage Note under this Section 306Section, the Company Golden State Petroleum 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every Except as provided above, every new Mortgage Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Mortgage Note shall constitute an original additional contractual obligation of the CompanyOwners, whether or not the destroyed, lost or stolen Mortgage Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Mortgage Notes duly issued hereunder. The provisions of this Section 306 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 Mortgage Notes.

Appears in 1 contract

Samples: Indenture (Golden State Petro Iom I B PLC)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If any mutilated Note or a Note with a mutilated Note coupon appertaining to it is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustees, the Company Issuers shall issue execute and the Trustee or Trustees shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request with coupons corresponding to the Company or the Trustee prior coupons, if any, appertaining to the Note being acquired by a protected purchaser as defined surrendered Note, or, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost mutilated Note or stolen Note coupon has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, with coupons corresponding to the coupons, if any, appertaining to the surrendered Note, pay such Note or coupon. (b) If there shall be delivered to the Issuers and to the Trustee or Trustees (i) evidence to such Trustee’s or Trustees’ satisfaction of the destruction, loss or theft of any Note or coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Issuers or the Trustee or Trustees that such Note or coupon has been acquired by a bona fide purchaser (as defined under the Canada Business Corporations Act) or a protected purchaser (as defined in Article 8 of the Uniform Commercial Code), as applicable, the Issuers shall execute and upon receipt of the Issuers Order the Trustee or Trustees shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note or in exchange for the Note for which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Note or to the Note to which such destroyed, lost or stolen coupon appertains. (c) Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Note or coupon has become or is about to become due and payable, the Issuers in their discretion may, instead of issuing a new Note. , with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Note or to the Note to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Note or coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Notes shall, except as otherwise provided in Section 10.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1, any interest on Bearer Notes shall be payable only upon presentation and surrender of the coupons appertaining thereto. (d) Upon the issuance of any new Note under this Section 306Section, the Company Issuers 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 expenses (including the fees and expenses of the TrusteeTrustee or Trustees) connected therewith. . (e) Every new Note of any Series with its coupons, if any, issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note or in exchange for a Note to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the mutilated, destroyed, lost or stolen Note and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that Series and their coupons, if any, duly issued hereunder. . (f) The provisions of this Section 306 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 NotesNotes or coupons.

Appears in 1 contract

Samples: Indenture (Brookfield Infrastructure Partners L.P.)

Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder Issuing Entity and the Indenture Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuing Entity and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuing Entity or the Indenture Trustee that the such 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companypurchaser, the TrusteeIssuing Entity will execute and upon its request the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor, Series or Class, Expected Principal Distribution Date, Legal Final Maturity Date and the Note RegistrarStated Principal Amount, from any loss that any of them may suffer if bearing a Note is replaced. number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuing Entity in its discretion may, instead of issuing a new Note, pay such Note. . (c) Upon the issuance of any new Note under this Section 306Section, the Company Issuing Entity 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 expenses (including the fees and expenses of the Indenture Trustee) connected therewith. . (d) Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall will constitute an original additional contractual obligation of the CompanyIssuing Entity, whether or not the destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same Series or Class duly issued hereunder. . (e) The provisions of this Section 306 are exclusive and shall will 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 (Navistar International Corp)

Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Xxxxxxxxx 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 Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. 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, pay such Note. Upon the issuance of any new Note under this Section 306, the Company 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the 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 ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 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 (Envision Healthcare Corp)

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