Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company Request cease to be of further effect with respect to the Senior Debt Securities (except as to any surviving rights of registration of transfer or exchange of the Senior Debt Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities when: (a) all Senior Debt Securities theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities have been complied with. Notwithstanding any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03, shall survive such satisfaction and discharge, including any termination under any bankruptcy law.
Appears in 14 contracts
Samples: Supplemental Indenture (NatWest Group PLC), Supplemental Indenture (NatWest Group PLC), Supplemental Indenture (NatWest Group PLC)
Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company Request cease to be of further effect with respect to the Senior Debt Securities of a series (except as to any surviving rights of registration of transfer or exchange of the Senior Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series when:
(a) all Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation;
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt SecuritiesSecurities of such series; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series have been complied with. Notwithstanding any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03, shall survive such satisfaction and discharge, including any termination under any bankruptcy law.
Appears in 6 contracts
Samples: Supplemental Indenture (NatWest Group PLC), Supplemental Indenture (NatWest Group PLC), Thirteenth Supplemental Indenture (NatWest Group PLC)
Satisfaction and Discharge of Amended and Restated Indenture. (a) This Amended and Restated Indenture shall upon Company Request cease to be of further effect with respect to the Senior Debt Securities (except as to any surviving rights of registration of transfer or exchange of the Senior Debt Securities herein expressly provided for), and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments and certifications acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities Indenture, when:
(ai) either:
(A) all Senior Debt Securities Notes theretofore authenticated and delivered (other than (Ax) Senior Debt Securities Notes which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.06 2.05 and (By) Senior Debt Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 10.038.03(c)) have been irrevocably paid and delivered to the Trustee for cancellation; or
(B) the final installments of principal on all such Notes not theretofore delivered to the Trustee for cancellation:
(1) have become due and payable, or
(2) will become due and payable at their Stated Maturity Date within one year, and the Issuer has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity Date thereof;
(bii) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to Issuer for the Senior Debt Securitiesbenefit of the Noteholders; and
(ciii) the Company Issuer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each the Managing Member stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities have been complied with. At such time, the Trustee shall deliver to the Issuer or, upon Issuer Order, its assignee, all cash, securities and other property held by it as part of the Trust Property other than funds deposited with the Trustee pursuant to Section 11.01(a)(i)(B) for the payment and discharge of the Notes and a certificate from a Responsible Officer certifying the satisfaction and discharge of this Amended and Restated Indenture.
(b) Notwithstanding any the satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to Issuer under Sections 7.06 and 8.11, and, if money shall have been deposited with the Trustee under pursuant to Section 6.0711.01(a)(i)(B), the obligations of the Trustee to any Authenticating Agent under Section 6.14 11.02 and the last paragraph of Section 10.03, 8.03(c) shall survive such satisfaction and discharge, including any termination under any bankruptcy lawsurvive.
Appears in 1 contract
Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company Request cease to be of further effect with respect to the Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of the Senior Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series when:
(a) all Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation;
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt SecuritiesSecurities of such series; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series have been complied with. Notwithstanding any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03, shall survive such satisfaction and discharge, including any termination under any bankruptcy law.
Appears in 1 contract
Samples: Second Supplemental Indenture (Royal Bank of Scotland Group PLC)
Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company Request cease to be of further effect with respect to the Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of the Senior Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series when:
(a) all Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation;
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt SecuritiesSecurities of such series; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior Debt Securities of such series have been complied with. Notwithstanding any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03, shall survive such satisfaction and discharge, including any termination under any bankruptcy law.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Royal Bank of Scotland Group PLC)