Common use of Form of Securities Clause in Contracts

Form of Securities. The Securities and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Securities are subject. Each Global Security shall represent such principal amount of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Security shall be made to the Holder of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

Form of Securities. Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially are not issuable in the respective forms set forth in Exhibit A, the bearer form. The terms and provisions contained in the form of which Security shall constitute, and are hereby expressly incorporated in and made made, a part of this Indenture. To Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the Officer officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage usage. The Securities shall be issued initially in the form of one or to indicate any special limitations or restrictions to which any particular Securities are subjectmore permanent Global Securities, with the applicable legends as provided in Section 2.03. Each Global Security shall represent such be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC or its nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the accounts of the Agent Members holding the Securities evidenced thereby. The aggregate principal amount of the outstanding Global Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such as Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) ofCustodian, and accrued and unpaid interest onof DTC or its nominee, a Global Security shall be made to the Holder of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for hereinas hereinafter provided.

Form of Securities. The Securities and the Trustee’s 's certificate of authentication to be borne by such Securities shall be substantially in the respective forms form set forth in Exhibit A, the A. The terms and provisions contained in the form of which Security attached as Exhibit A hereto shall constitute, and are hereby expressly incorporated in and made made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the Officer officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The Portal Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. Each So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Securities will be represented by one or more Securities in global form registered in the name of the Depositary or the nominee of the Depositary (a "GLOBAL SECURITY"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.05(b), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security. Any Global Security shall represent such principal amount of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, of and accrued and unpaid interest on, a Interest on any Global Security shall be made to the Holder holder of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for hereinSecurity.

Form of Securities. The Securities and the Trustee’s certificate of authentication to be borne by such Securities each series shall be in substantially in the respective applicable forms set forth in Exhibit A1 to Appendix A hereto or Exhibit A hereto with such appropriate insertions, the terms omissions, substitutions and provisions of which shall constitute, and other variations as are hereby expressly incorporated in and made a part of required or permitted by this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery The Securities of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities each series may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or placed thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. The Securities of each series shall be issued initially in the form of one or more permanent Global Securities in definitive, fully registered form without interest coupons in substantially the form set forth in Exhibit 1 to Appendix A hereto or Exhibit A hereto, as applicable, which shall be deposited on which behalf of the purchasers of the Securities may be listed represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or designated for issuancea nominee of the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Securities are subjectduly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Security shall represent such The aggregate principal amount of the outstanding Global Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers decreased by adjustments made on the records of the Trustee and the Depositary or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease its nominee in the amount limited circumstances hereinafter provided. The Securities of outstanding Securities represented thereby each series shall be made typed, printed, lithographed or engraved or may be produced in any other manner, all as determined by the Trustee or the Custodianofficers executing such Securities, at the direction of the Trustee, in such manner and upon instructions given as evidenced by the Holder their execution of such Securities. Provisions relating to the Initial Securities of each series and the Exchange Securities are set forth in accordance with Appendix A, which is hereby incorporated in and expressly made part of this Indenture. Payment The terms of principal (including the Fundamental Change Repurchase Price, if applicable) of, Securities of each series set forth in Exhibit 1 to Appendix A and accrued and unpaid interest on, a Global Security shall be made to Exhibit A are part of the Holder terms of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for hereinthis Indenture.

Form of Securities. The Securities and the Trustee’s 's certificate of authentication to be borne by such Securities shall be substantially in the respective forms form set forth in Exhibit A, the A. The terms and provisions contained in the form of which Security attached as Exhibit A hereto shall constitute, and are hereby expressly incorporated in and made made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the Officer officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by The Nasdaq Stock Market, Inc. in order for the Securities to be tradable in the PORTAL Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. Each So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 1.1(1), all of the Securities will be represented by one or more Securities in global form registered in the name of the Depositary or the nominee of the Depositary (a "Global Security"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 1.1(1), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security (other than in an enforcement by such owner of a beneficial interest to exchange such beneficial interest for Securities in certificated form). Any Global Security shall represent such principal amount of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted herebyhereby or to reflect the increase in the principal amount of the Securities permitted by Section 2.01. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Global Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Priceof and Interest and premium, if applicable) ofany, and accrued and unpaid interest on, a on any Global Security shall be made to the Holder holder of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for hereinSecurity.

Form of Securities. The Securities and the Trustee’s 's certificate of authentication to be borne by such Securities shall be substantially in the respective forms form set forth in Exhibit A, the A. The terms and provisions contained in the form of which Security attached as Exhibit A hereto shall constitute, and are hereby expressly incorporated in and made made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the Officer officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The Portal Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. Each So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Securities will be represented by one or more Securities in global form registered in the name of the Depositary or the nominee of the Depositary (a "GLOBAL SECURITY"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.05(b), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security. 11 Any Global Security shall represent such principal amount of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, of and accrued and unpaid interest on, a Interest on any Global Security shall be made to the Holder holder of such Security on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for hereinSecurity.

Form of Securities. The Securities and the Trustee’s 's certificate of authentication to be borne by such Securities shall be substantially in the respective forms form set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly is incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the Officer officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular usage. Securities are subject. Each Global Security shall represent such principal amount of the outstanding Securities as offered and sold in their initial distribution in reliance on Rule 144A shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease issued in the amount form of outstanding one or more Global Securities represented thereby shall be made by (collectively, the Trustee or "Global Security") in fully registered form without interest coupons, substantially in the Custodianform of Security set forth in Exhibit A, at the direction of the Trustee, with such applicable legends as are provided for in such manner Section 2.5 and upon instructions given by the Holder of such Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Exhibit A. Such Global Security shall be made registered in the name of the Depositary or its nominee and deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The terms and provisions contained in the form of Security attached as Exhibit A hereto shall constitute, and is hereby expressly made, a part of this Indenture and to the Holder extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Security on the date of payment, unless a record date or other means of determining Holders eligible terms and provisions and to receive payment is provided for hereinbe bound thereby.