The Notes. Section 2.01.
The Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Notes set forth opposite their names on Schedule A at a purchase price of 99.178% of the principal amount of the Notes, payable on the Closing Date.
The Notes. The Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1,000 in excess thereof. The Indenture Trustee may for all purposes (including the making of payments due on the Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Notes for the purposes of exercising the rights of Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Noteholder of the Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Note may be transferred by the Depository except to a successor Depository that agrees to hold such Note for the account of the Beneficial Owners.
The Notes. 31 Section 2.01 Form and Dating..................................................................31 Section 2.02 Execution and Authentication.....................................................32 Section 2.03 Registrar and Paying Agent.......................................................33 Section 2.04 Paying Agent to Hold Money in Trust..............................................33 Section 2.05 Holder Lists.....................................................................33 Section 2.06 Transfer and Exchange............................................................33 Section 2.07 Replacement Notes................................................................38 Section 2.08 Outstanding Notes................................................................38
The Notes. Section 2.1. Dating; Incorporation of Form in Indenture.....................29 Section 2.2. Execution and Authentication...................................30 Section 2.3. Registrar and Paying Agent.....................................31 Section 2.4. Paying Agent To Hold Money in Trust............................31 Section 2.5. Holder Lists...................................................32 Section 2.6. Transfer and Exchange..........................................32 Section 2.7. Replacement Notes..............................................33 Section 2.8. Outstanding Notes..............................................33 Section 2.9. Temporary Notes................................................33 Section 2.10. Cancellation...................................................33 Section 2.11. Defaulted Interest.............................................34 Section 2.12. Deposit of Moneys..............................................34 Section 2.13. CUSIP Number...................................................34 Section 2.14. Book-Entry Provisions for Global Notes.........................34 Section 2.15. Special Transfer Provisions....................................36
The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.
The Notes. Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.4 Tax Treatment 5 Section 2.5 Registration; Registration of Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 14 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 16 Section 2.15 Retained Notes 16 Section 2.16 Calculation Agent 20 ARTICLE III
The Notes. 8 SECTION 2.1 Form...................................................................................8 SECTION 2.2 Execution, Authentication, Delivery and Dating.........................................8 SECTION 2.3 Registration; Registration of Transfer and Exchange....................................9 SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Notes............................................10 SECTION 2.5 Persons Deemed Owners.................................................................11 SECTION 2.6 Payment of Principal and Interest; Defaulted Interest.................................11 SECTION 2.7 Cancellation..........................................................................12 SECTION 2.8 Authentication of Notes...............................................................12 SECTION 2.9
The Notes. (a) The Class A Notes will be issued in denominations of $1,000 and multiples of $1,000 in excess thereof (with the exception of one Note of each class which will be issued in an odd amount) of the Initial Class A-1 Note Principal Balance, the Initial Class A-2 Note Principal Balance, the Initial Class A-3 Note Principal Balance, the Initial Class A-4 Note Principal Balance and the Subordinate Notes will be issued in denominations of $1,000,000 and $1,000 increments above $1,000,000 of the Initial Class B-1 Note Principal Balance, the Initial Class B-2 Note Principal Balance and the Initial Class B-3 Note Principal Balance. Each Note shall represent a validly issued and binding obligation, but only if such Note has been executed on behalf of the Trust by a Responsible Officer of the Owner Trustee by manual signature, and authenticated on behalf of the Indenture Trustee by a Responsible Officer of the Indenture Trustee by manual signature. Each Note bearing the manual signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trust shall be valid and binding obligations, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Note or did not hold such offices at the date of such Note. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in the form of the Notes of the related Class, each attached as Exhibits hereto, signed by the Indenture Trustee by manual signature, and such signature upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall be substantially in the forms set forth in Exhibits C-1, C-2, C-3 and C-4 hereto, respectively, all Class B-1 Notes shall be substantially in the form set forth in Exhibit D-1 hereto, all Class B-2 Notes shall be substantially in the form set forth in Exhibit D-2 hereto, all Class B-3 Notes shall be substantially in the form set forth in Exhibit D-3 hereto. Each Note shall be dated the date of their authentication. Neither the Notes nor the Contracts are insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The Notes. With respect to the Notes only, Article 2 of the Base Indenture is hereby replaced with the following:
