Common use of Replacement, Exchange and Transfer of Securities Clause in Contracts

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republic, the Trustee shall authenticate and deliver, a new Security bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish to the Republic and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction, loss, theft or evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such Security shall pay a sum sufficient to cover any stamp duty, tax or other similar governmental charges that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security or Securities may be changed for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York or at the office of a Transfer Agent, together with a written request for the exchange. Certificated Securities shall only be issued in exchange for interests in a Global Security pursuant to Section 2.6(f) of the Indenture. The exchange of the Securities shall be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The City of New York or at the office of a trustee paying agent accompanied by an executed instrument of transfer substantially as set forth in the Indenture. The registration of transfer of the Securities shall be made by the Trustee in The City of New York. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 shall be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which shall be borne by the Holder of the Security. (e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Security during the period of 15 days preceding the due date for any payment of principal of or interest on the Securities.

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in In case any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republicregistered Holder thereof and subject to Section 3.07 of the Indenture, the Company shall execute, the Guarantor shall endorse a Guarantee on and the Trustee shall authenticate and deliver, deliver a new Security containing identical terms and of like principal and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish to the Republic Company, the Guarantor and to the Trustee such security or indemnity as may be required by each of them to indemnify, indemnify and defend and to save each of them and any agent of the Republic Company, the Guarantor or the Trustee harmless and, in every case of destruction, loss, loss or theft or evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such Security shall Security, if so requested by the Company, will pay a sum sufficient to cover any stamp duty, tax or other similar governmental charges charge that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) The Securities are issuable only in registered form and without coupons. Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(eparagraph 8(e) hereof, a Certificated Security or Securities may be changed exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the surrender of such Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York City or at the office of a Transfer Agenttransfer agent, together with a written request for the exchange. Certificated Securities shall only be issued in exchange for interests in a Global Security pursuant to Section 2.6(f) of the Indenture. The exchange of the Securities shall be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(eparagraph 8(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The City of New York City or at the office of a trustee paying transfer agent accompanied by an executed instrument of transfer substantially as set forth in the Indentureassignment and transfer. The registration of transfer of the Securities shall will be made by the Trustee in The City of New YorkYork City. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 the foregoing provisions, except, if the Company shall be borne by the Republicso require, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge other expenses that may be imposed in relation thereto, which shall will be borne by the Holder of the SecurityCompany. (e) The Trustee Company may decline (i) to accept issue, register the transfer of or exchange any request Securities during a period beginning at the opening of business 15 days before the day of the selection for an redemption of Securities of like tenor and the same series under Section 11.03 of the Indenture and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or registration of transfer in part, except in the case of any Security during to be redeemed in part, the period of 15 days preceding portion thereof not to be redeemed, (iii) to issue, register the due date for any payment of principal transfer of or interest on exchange any Security which, in accordance with its terms, has been surrendered for repayment at the Securitiesoption of the Holder, except the portion, if any, of such Security not to be so repaid.

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case If any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may CE Generation shall execute, and upon the request of the Republic, the Trustee shall authenticate and deliver, a new Security bearing a number not contemporaneously outstandingof like tenor, maturity and denomination in exchange and substitution for the mutilated or defaced SecuritySecurity so mutilated, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish to the Republic and but only upon surrender to the Trustee of such security or indemnity as may be required by each of them to indemnifymutilated Security for cancellation, defend and to save each of them and any agent of the Republic CE Generation or the Trustee harmless andmay require reasonable indemnity therefor. If any Security shall be reported lost, in every case of destructionstolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee. If such evidence shall be satisfactory to their satisfaction both the Trustee and CE Generation and indemnity satisfactory to both shall be given, CE Generation shall execute, and thereupon the Trustee shall authenticate and deliver, a new Security of like tenor, maturity and denomination. The cost of providing any substitute Security under the provisions of Section 2.10 of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such Security shall pay a sum sufficient to cover any stamp duty, tax or other similar governmental charges that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security or Securities may be changed for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York or at the office of a Transfer Agent, together with a written request for the exchange. Certificated Securities shall only be issued in exchange for interests in a Global Security pursuant to Section 2.6(f) of the Indenture. The exchange of the Securities shall be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The City of New York or at the office of a trustee paying agent accompanied by an executed instrument of transfer substantially as set forth in the Indenture. The registration of transfer of the Securities shall be made by the Trustee in The City of New York. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 shall be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which Indenture shall be borne by the Holder for whose benefit such substitute Security is provided. If any such mutilated, lost, stolen or destroyed Security shall have matured or be about to mature, CE Generation may, with the consent of the SecurityTrustee, pay to the Holder thereof the principal amount of such Security upon the maturity thereof and compliance with the aforesaid conditions by such Holder, without the issuance of a substitute Security therefor, and likewise pay to the Holder the amount of the unpaid interest, if any, which would have been paid on a substitute Security had one been issued. (eb) The Trustee may decline Every substitute Security issued pursuant to accept Section 2.10 of the Indenture shall constitute an additional contractual obligation of CE Generation, whether or not the Security alleged to have been mutilated, destroyed, lost or stolen shall be at any request for an exchange time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionally with any and all other Securities duly issued hereunder. (c) All Securities shall be held and owned upon the express condition that the foregoing provisions are, to the extent permitted by Applicable Law, exclusive with respect to the replacement or registration of transfer of any Security during the period of 15 days preceding the due date for any payment of principal of mutilated, destroyed, lost or interest on the stolen Securities, and shall preclude any and all other rights and remedies with respect thereto.

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case If any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may Funding Company shall execute, and upon the request of the Republic, the Bond Trustee shall authenticate and deliver, a new Security bearing a number not contemporaneously outstandingof like tenor, maturity and denomination in exchange and substitution for the Security so mutilated, but only upon surrender to the Bond Trustee of such mutilated Security for cancellation, and Funding Company or defaced Securitythe Bond Trustee may require reasonable indemnity therefor. If any Security shall be reported lost, stolen or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish evidence as to the Republic ownership and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction, loss, theft or destruction thereof shall be submitted to the Bond Trustee. If such evidence shall be satisfactory to their satisfaction both the Bond Trustee and Funding Company and indemnity satisfactory to both shall be given, Funding Company shall execute, and thereupon the Bond Trustee shall authenticate and deliver, a new Security of the apparent destructionlike tenor, loss or theft maturity and denomination. The cost of such Security and of the ownership thereof. Upon the issuance of providing any substitute SecuritySecurity under the provisions of Section 2.10 (Mutilated, the Holder of such Security shall pay a sum sufficient to cover any stamp dutyDestroyed, tax Lost or other similar governmental charges that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security or Securities may be changed for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York or at the office of a Transfer Agent, together with a written request for the exchange. Certificated Securities shall only be issued in exchange for interests in a Global Security pursuant to Section 2.6(fStolen Securities) of the Indenture. The exchange of the Securities shall be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The City of New York or at the office of a trustee paying agent accompanied by an executed instrument of transfer substantially as set forth in the Indenture. The registration of transfer of the Securities shall be made by the Trustee in The City of New York. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 shall be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which Indenture shall be borne by the Holder for whose benefit such substitute Security is provided. If any such mutilated, lost, stolen or destroyed Security shall have matured or be about to mature, Funding Company may, with the consent of the SecurityBond Trustee, pay to the Holder thereof the principal amount of such Security upon the maturity thereof and compliance with the aforesaid conditions by such Holder, without the issuance of a substitute Security therefor, and likewise pay to the Holder the amount of the unpaid interest, if any, which would have been paid on a substitute Security had one been issued. (eb) The Trustee may decline Every substitute Security issued pursuant to accept Section 2.10 (Mutilated, Destroyed, Lost or Stolen Securities) of the Indenture shall constitute an additional contractual obligation of Funding Company, whether or not the Security alleged to have been mutilated, destroyed, lost or stolen shall be at any request for an exchange time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionally with any and all other Securities duly issued hereunder. (c) All Securities shall be held and owned upon the express condition that the foregoing provisions are, to the extent permitted by Applicable Law, exclusive with respect to the replacement or registration of transfer of any Security during the period of 15 days preceding the due date for any payment of principal of mutilated, destroyed, lost or interest on the stolen Securities, and shall preclude any and all other rights and remedies with respect thereto.

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in In case any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republicregistered Holder thereof and subject to Section 3.07 of the Indenture, the Issuer shall execute, the Guarantor shall endorse a Guarantee on and the Trustee shall authenticate and deliver, deliver a new Security containing identical terms and of like principal and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish to the Republic Company, the Guarantor and to the Trustee such security or indemnity as may be required by each of them to indemnify, indemnify and defend and to save each of them and any agent of the Republic Company, the Guarantor or the Trustee harmless and, in every case of destruction, loss, loss or theft or evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such Security shall Security, if so requested by the Company, will pay a sum sufficient to cover any stamp duty, tax or other similar governmental charges charge that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) The Securities are issuable only in registered form and without coupons. Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(eparagraph 8(e) hereof, a Certificated Security or Securities may be changed exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the surrender of such Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York City or at the office of a Transfer Agenttransfer agent, together with a written request for the exchange. Certificated Securities shall only be issued in exchange for interests in a Global Security pursuant to Section 2.6(f) of the Indenture. The exchange of the Securities shall be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(eparagraph 8(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The City of New York City or at the office of a trustee paying transfer agent accompanied by an executed instrument of transfer substantially as set forth in the Indentureassignment and transfer. The registration of transfer of the Securities shall will be made by the Trustee in The City of New YorkYork City. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 the foregoing provisions, except, if the Company shall be borne by the Republicso require, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge other expenses that may be imposed in relation thereto, which shall will be borne by the Holder of the SecurityCompany. (e) The Trustee Company may decline (i) to accept issue, register the transfer of or exchange any request Securities during a period beginning at the opening of business 15 days before the day of the selection for an redemption of Securities of like tenor and the same series under Section 11.03 of the Indenture and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or registration of transfer in part, except in the case of any Security during to be redeemed in part, the period of 15 days preceding portion thereof not to be redeemed, (iii) to issue, register the due date for any payment of principal transfer of or interest on exchange any Security which, in accordance with its terms, has been surrendered for repayment at the Securitiesoption of the Holder, except the portion, if any, of such Security not to be so repaid.

Replacement, Exchange and Transfer of Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republic, or Banco Central acting on behalf of the Republic, the Trustee shall authenticate and deliver, a new Security bearing a number not contemporaneously outstandingOutstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every case, the applicant for a substitute Security shall furnish to the Republic and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction, loss, theft or evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such Security Security, if so requested by the Republic or Banco Central acting on behalf of the Republic, shall pay a sum sufficient to cover any stamp duty, tax or other similar governmental charges charge that may be imposed in relation thereto and any other commercially reasonable expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Security. (b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e7(e) hereof, a Certificated Certificiated Security or Securities may be changed for an equal aggregate principal amount of Certificated Securities in different authorized denominations, and a beneficial interest in the Global Security may be exchanged for Certificated Securities in authorized denominations or for a beneficial interest in another Global Security by the Holder or Holders surrendering the Security or Securities for exchange at the Corporate Trust Office of the Trustee in The City of New York or at the office of a Transfer Agenttransfer agent, together with a written request for the exchange. Certificated Securities shall will only be issued in exchange for interests in a Global Security pursuant to Section 2.6(f2.5(e) of the Indenture. The exchange of the Securities shall will be made by the Trustee in The City of New York. (c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to Paragraph 3(e7(e) hereof, a Certificated Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office of the Trustee in The the City of New York or at the office of a trustee paying agent accompanied by an executed instrument of transfer substantially as set forth in Exhibit F to the Indenture. The registration of transfer of the Securities shall will be made by the Trustee in The the City of New York. (d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this Paragraph 3 shall 7 will be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which shall will be borne by the Holder of the Security. (e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Security during the period of 15 days preceding the due date for any payment of principal of or interest on the Securities.