Common use of Global Securities Temporary Securities Clause in Contracts

Global Securities Temporary Securities. (a) Global Securities (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security. (3) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article ------- Two. If any Global Security is to be exchanged for other Securities or --- cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.6, then either (A) such Global Security ----------- shall be so surrendered for exchange or cancellation, as provided in this Article Two, or (B) the principal amount thereof shall be reduced ----------- or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 2.6(c) and as -------------- otherwise provided in this Article Two, authenticate and make available ----------- for delivery any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Two. ----------- (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Two or otherwise, ----------- shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (5) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Registered Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Global Security shall not be considered the owners or holders thereof.

Global Securities Temporary Securities. (a) Global SecuritiesIn connection with a Dissolution Event, (1i) Each the Securities in certificated form may be presented to the Trustee by the Property Trustee in exchange for a global Security in an aggregate principal amount equal to the aggregate Original Principal Amount of all outstanding Securities (a "Global Security authenticated under this Indenture shall Security"), to be registered in the name of the Depositary designated Depository Trust Company, or its nominee, and delivered by the Trustee to the Depository Trust Company for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Security in such aggregate Original Principal Amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on the Securities issued as a Global Security will be made to the Depository Trust Company; and (ii) if any BUCS are held in non book-entry certificated form, the Securities in certificated form may be presented to the Trustee by the Property Trustee and any BUCS Certificate which represents BUCS other than BUCS held by the Depository Trust Company or its nominee ("Non Book-Entry BUCS") will be deemed to represent beneficial interests in Securities presented to the Trustee by the Property Trustee having an aggregate Original Principal Amount equal to the aggregate original liquidation preference of the Non Book-Entry BUCS until such BUCS Certificates are presented to the Security Registrar for transfer or reissuance at which time such BUCS Certificates will be cancelled and a Security, registered in the name of the holder of the BUCS Certificate or the transferee of the holder of such BUCS Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation preference of the BUCS Certificate cancelled, will be executed by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, the Trustee for authentication and each such Global Security shall constitute a single Security for all purposes of delivery in accordance with this Indenture. On issue of such Securities, Securities with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (2b) Notwithstanding any other provision in this Indenture, no A Global Security may be exchanged transferred, in whole but not in part, only to another nominee of the Depository Trust Company, or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or to a nominee thereof unless of such successor Depository Trust Company. (Ac) such Depositary If (i) has notified the Depository Trust Company notifies the Company that it is unwilling or unable to continue as Depositary a depositary for such Global Security or and no successor depositary shall have been appointed, (ii) has ceased the Depository Trust Company, at any time, ceases to be a clearing agency registered as such under the Exchange Act or announces an intention permanently at which time the Depository Trust Company is required to cease business or does be so registered to act as such depositary and no successor depositary shall have been appointed, (iii) the Company, in fact do its sole discretion, determines that such Global Security shall be so exchangeable or (Biv) there shall have occurred and be continuing an Event of Default with respect to such Global Security. (3) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article ------- Two. If any Global Security is to be exchanged for other Securities or --- cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.6, then either (A) such Global Security ----------- shall be so surrendered for exchange or cancellation, as provided in this Article Two, or (B) the principal amount thereof shall be reduced ----------- or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest thereinSecurities, as the case may be, by means the Company will execute, and, subject to Article Two of an appropriate adjustment made on the records of this Indenture, the Trustee, as Security Registrarupon written notice from the Company and receipt of a Company Order, whereupon will authenticate and deliver the TrusteeSecurities in definitive registered form without coupons, in accordance with authorized denominations, and in an aggregate Original Principal Amount equal to the Applicable Procedures, shall instruct principal amount of the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 2.6(c) and as -------------- otherwise provided in this Article Two, authenticate and make available ----------- for delivery any Securities issuable Security in exchange for such Global Security (Security. In addition, upon an Event of Default or if the Company may at any portion thereof) to or upon time determine that the order ofSecurities shall no longer be represented by a Global Security, in such event the Company will execute, and subject to Section 3.5 of this Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and make available for delivery the Securities in definitive registered form without coupons, in authorized denominations, and in an aggregate Original Principal Amount equal to the Original Principal Amount of the Global Security in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security shall be registered in such names and in such authorized denominations as may be directed bythe Depository Trust Company, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository Trust Company for delivery to the Persons in whose names such Securities are so registered. Pending the preparation of definitive Securities, the Depositary Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or its otherwise reproduced, in any authorized representativedenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. The definitive Securities shall be printed, lithographed or engraved, or provided by any combination thereof, or in any other manner permitted by the rules and regulations of any applicable securities exchange, all as determined by the Officers executing such definitive Securities. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency maintained by the Company for such purpose pursuant to Section 10.2, without charge to the Holder. Upon the request of the Trustee in connection with the occurrence surrender for cancellation of any of the events specified in the preceding paragraphone or more temporary Securities, the Company shall promptly make available to execute, and the Trustee a reasonable supply shall authenticate and deliver, in exchange therefor the same aggregate Adjusted Principal Amount of definitive Securities that are not of authorized denominations, having endorsed thereon Guarantees duly executed by the Guarantors. Until so exchanged, the temporary Securities shall in the form of Global Securities. The Trustee shall all respects be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to same benefits under this Article Two. ----------- (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Two or otherwise, ----------- shall be authenticated and delivered in the form of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest couponsIndenture as definitive Securities. (5) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Registered Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Global Security shall not be considered the owners or holders thereof.