Common use of Subscription, Sale and Ownership Clause in Contracts

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor shall promptly forward to the Company each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iv) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance of the Subscription Agreement by the Company, the Company shall promptly notify the Contractor and the Contractor shall promptly (i) verify that the payment of the principal amount of such Investor’s accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (ii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as the Company’s Registrar in book-entry form only and the Contractor shall deliver a Note Confirmation to each Holder with respect to such Holder’s respective accepted Subscription Agreement and the receipt of full payment for such Holder’s Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the Contractor, and the Contractor hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor shall serve as the Registrar for the Notes, the Contractor shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including including, without limitation limitation, the execution thereof by such Investor, (ii) an investment in the Notes is suitable for such Investor under applicable Governmental Rules, including blue sky laws of any state, (iii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iv) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance prior written consent of the Subscription Agreement by Company if required pursuant to Section 2.02 (which, for the Companyavoidance of doubt, may be given in the Company shall promptly notify form of general directives to sell up to a particular aggregate amount of Notes) the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company’s behalf based upon such factors as the Agent shall determine, including, without limitation, the suitability of any investment in the Notes by the proposed Investor under applicable Governmental Rules, including blue sky laws of any state, (ii) verify that the payment of the principal amount of such Investor’s accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s respective accepted Subscription Agreement and the receipt of full payment for such Holder’s Notes. In the event that the Company Agent rejects a Subscription Agreement, the Contractor Agent shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance prior written consent of the Subscription Agreement by Company if required pursuant to Section 2.02 (which, for the Companyavoidance of doubt, may be given in the Company shall promptly notify form of general directives to sell up to a particular aggregate amount of Notes) the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company’s behalf based upon such factors as the Agent shall determine, including, without limitation, the suitability of the proposed Investor, (ii) verify that the payment of the principal amount of such Investor’s accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s respective accepted Subscription Agreement and the receipt of full payment for such Holder’s Notes. In the event that the Company Agent rejects a Subscription Agreement, the Contractor Agent shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement subscription agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreementsubscribed amount thereunder, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor Investors of a completed Subscription Agreement subscription agreements for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance of the Subscription Agreement by Agent, as agent for the Company, the Company shall promptly notify the Contractor and the Contractor Agent shall promptly (i) verify that accept or reject such subscription agreements on the Company's behalf, (ii) remit to the Company the payment of the principal amount of accepted subscriptions for Notes by directly depositing such Investor’s accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement amounts in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements subscription agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar 's behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s 's respective accepted Subscription Agreement subscription agreement and the receipt of full payment for such Holder’s 's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the Contractor, and the Contractor hereby accepts such appointment, Agent as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms Section 2.3 of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, perform all of the duties and obligations of the Registrar under the Indenture, including, including without limitation, limitation the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with Section 2.14 and the terms other provisions of Article II of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement subscription agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes subscribed amount in accordance with the Subscription Agreementsubscription agreement and such subscribed amount is the correct amount, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement subscription agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance of the Subscription Agreement by the Company's subscription agreement, the Company shall promptly notify the Contractor and the Contractor Agent shall promptly (i) accept or reject such subscription agreements on the Company's behalf, (ii) verify that the payment of the principal amount of such Investor’s 's accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement subscription agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements subscription agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar 's behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder (with a copy to the Trustee) with respect to such Holder’s 's respective accepted Subscription Agreement subscription agreement and the receipt of full payment for such Holder’s 's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the Contractor, and the Contractor hereby accepts such appointment, Agent as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms Section 2.3 of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, perform all of the duties and obligations of the Registrar under the Indenture, including, including without limitation, limitation the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with Section 2.14 and the terms other provisions of Article II of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including including, without limitation limitation, the execution thereof by such Investor, (ii) an investment in the Notes is suitable for such Investor under applicable Governmental Rules, (iii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iv) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s Subscription Agreement, and subject to the acceptance prior written consent of the Subscription Agreement by Company if required pursuant to Section 2.02 (which, for the Companyavoidance of doubt, may be given in the Company shall promptly notify form of general directives to sell up to a particular aggregate amount of Notes) the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company’s behalf based upon such factors as the Agent shall determine, including, without limitation, the suitability of any investment in the Notes by the proposed Investor under applicable Governmental Rules, (ii) verify that the payment of the principal amount of such Investor’s accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s respective accepted Subscription Agreement and the receipt of full payment for such Holder’s Notes. In the event that the Company Agent rejects a Subscription Agreement, the Contractor Agent shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s 's Subscription Agreement, and subject to the acceptance of the Subscription Agreement by the Company, the Company shall promptly notify the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company's behalf, (ii) verify that the payment of the principal amount of such Investor’s 's accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentencesentence and in accordance with Section 3.12 of the Supplemental Indenture, Notes shall be issued by the Contractor as Agent on the Company’s Registrar 's behalf in book-entry form only and Agent shall cause to be sent, within one Business Day of acceptance of the Contractor shall deliver Subscription Agreement, a Note Confirmation to each Holder with respect to such Holder’s 's respective accepted Subscription Agreement and the receipt of full payment for such Holder’s 's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms Section 3.05 of the Base Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, including without limitation, limitation the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s 's Subscription Agreement, and subject to the acceptance prior written consent of the Subscription Agreement by Company if required pursuant to Section 2.02 (which, for the Companyavoidance of doubt, may be given in the form of general directives to sell up to a particular aggregate amount of Notes), the Company shall promptly notify the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company's behalf based upon such factors as the Agent shall determine, including, without limitation, the suitability of the proposed Investor, (ii) verify that the payment of the principal amount of such Investor’s 's accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar 's behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s 's respective accepted Subscription Agreement and the receipt of full payment for such Holder’s 's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.

Subscription, Sale and Ownership. During the term of this Agreement, the Contractor Agent shall promptly forward to the Company review and process each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for Investor with the objective of determining whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without limitation the execution thereof by such Investor, (iiiii) such Investor timely remits the proper purchase price for the Notes in accordance with the Subscription Agreement, and (iviii) the principal amount, interest rate and term to maturity and any other material terms of the Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes and full payment of the principal amount of such Notes in accordance with the Investor’s 's Subscription Agreement, and subject to the acceptance prior written consent of the Subscription Agreement by Company if required pursuant to Section 2.02 (which, for the Companyavoidance of doubt, may be given in the Company shall promptly notify form of general directives to sell up to a particular aggregate amount of Notes) the Contractor and the Contractor Agent shall promptly (i) accept or reject such Subscription Agreements on the Company's behalf based upon such factors as the Agent shall determine, including, without limitation, the suitability of the proposed Investor, (ii) verify that the payment of the principal amount of such Investor’s 's accepted subscription for the Notes is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such purpose or in such other manner as may be directed by the Company from time to time, and (iiiii) remit to the Trustee electronic or hard copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding sentence, Notes shall be issued by the Contractor as Agent on the Company’s Registrar 's behalf in book-entry form only and the Contractor Agent shall deliver a Note Confirmation to each Holder with respect to such Holder’s 's respective accepted Subscription Agreement and the receipt of full payment for such Holder’s 's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the ContractorAgent, and the Contractor Agent hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for the Notes pursuant to the terms of the Indenture. For so long as the Contractor Agent shall serve as the Registrar for the Notes, the Contractor Agent shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of the Notes in accordance with the terms of the Indenture.