Issuance of Subordinated Notes. The aggregate principal amount of Subordinated Notes which may be outstanding at any time under this Indenture may not exceed $24,679,000 at any time, except to the extent permitted by Sections 2.08 and 2.17. Upon the execution and delivery of this Indenture, Subordinated Notes in an aggregate principal amount of $24,679,000, and such additional amount as provided for in Section 2.17, may be executed by Alderwoods and delivered to the Trustee for authentication. The Subordinated Notes under this Indenture are being issued in accordance with the Settlement Agreement and pursuant to the Plan of Reorganization which provides, among other things, that the Subordinated Notes and certain other securities are being issued in exchange for and in satisfaction of certain claims against Alderwoods, The Loewen Group Inc. (the former parent company of Alderwoods) or certain ▇▇▇▇▇r Subsidiaries (as defined in the Plan of Reorganization) of Alderwoods or The Loewen Group Inc. No Subordinated Note will be deemed outstanding for ▇▇▇▇▇▇es of exercising voting or similar rights of a Holder pursuant to this Indenture unless and until it or a Predecessor Note has been issued to the Holder in compliance with such conditions of issuance as may be set forth in the Settlement Agreement or in the Plan of Reorganization or the confirmation order relating thereto. Receipt by the Trustee of an authentication order from Alderwoods or the Disbursing Agent (as defined in the Plan of Reorganization) will be sufficient evidence of compliance with such conditions. The Subordinated Notes and the Trustee's certificate of authentication thereon shall be in substantially the form of Exhibit A or B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Subordinated Notes, as evidenced by their execution thereof. The Subordinated Notes shall be issuable only in registered form without coupons and only in denominations of $100 and integral multiples thereof. The definitive Subordinated Notes shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Subordinated Notes may be listed, all as determined by the Officers executing such Subordinated Notes, as evidenced by their execution of such Subordinated Notes. Each Subordinated Note shall be dated the date of its authentication. Subordinated Notes may be issued in the form of one or more permanent global Subordinated Notes substantially in the form set forth in Exhibit A hereto (the "GLOBAL NOTE") deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by Alderwoods and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notwithstanding the foregoing, each holder of an Allowed Claim (as defined in the Plan of Reorganization) entitled to receive Subordinated Notes in accordance with the Settlement Agreement and pursuant to the Plan of Reorganization who has complied with the terms of the Settlement Agreement and the Plan of Reorganization but is not eligible to hold a Global Note shall be issued Subordinated Notes in the form of permanent certificated Subordinated Notes in registered form in substantially the form set forth in Exhibit B hereto (the "PHYSICAL NOTES"). Subordinated Notes issued pursuant to Section 2.09 in exchange for interests in the Global Note shall be in the form of Physical Notes. The terms and provisions contained in the form of the Subordinated Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Alderwoods and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
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Issuance of Subordinated Notes. The aggregate principal amount of Subordinated Notes which may be outstanding at any time under this Indenture may not exceed $24,679,000 at any time, except to the extent permitted by Sections 2.08 and 2.17. Upon the execution and delivery of this Indenture, Subordinated Notes in an aggregate principal amount of $24,679,000, and such additional amount as provided for in Section 2.17, may be executed by Alderwoods and delivered to the Trustee for authentication. 16 The Subordinated Notes under this Indenture are being issued in accordance with the Settlement Agreement and pursuant to the Plan of Reorganization which provides, among other things, that the Subordinated Notes and certain other securities are being issued in exchange for and in satisfaction of certain claims against Alderwoods, The Loewen ▇▇▇▇▇▇ Group Inc. (the former parent company of Alderwoods) or certain ▇▇▇▇▇r Debtor Subsidiaries (as defined in the Plan of Reorganization) of Alderwoods or The Loewen ▇▇▇▇▇▇ Group Inc. No Subordinated Note will be deemed outstanding for ▇▇▇▇▇▇es purposes of exercising voting or similar rights of a Holder pursuant to this Indenture unless and until it or a Predecessor Note has been issued to the Holder in compliance with such conditions of issuance as may be set forth in the Settlement Agreement or in the Plan of Reorganization or the confirmation order relating thereto. Receipt by the Trustee of an authentication order from Alderwoods or the Disbursing Agent (as defined in the Plan of Reorganization) will be sufficient evidence of compliance with such conditions. The Subordinated Notes and the Trustee's certificate of authentication thereon shall be in substantially the form of Exhibit A or B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Subordinated Notes, as evidenced by their execution thereof. The Subordinated Notes shall be issuable only in registered form without coupons and only in denominations of $100 and integral multiples thereof. The definitive Subordinated Notes shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Subordinated Notes may be listed, all as determined by the Officers executing such Subordinated Notes, as evidenced by their execution of such Subordinated Notes. Each Subordinated Note shall be dated the date of its authentication. Subordinated Notes may be issued in the form of one or more permanent global Subordinated Notes substantially in the form set forth in Exhibit A hereto (the "GLOBAL NOTE") deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by Alderwoods and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notwithstanding the foregoing, each holder of an Allowed Claim (as defined in the Plan of Reorganization) entitled to receive Subordinated Notes in accordance with the Settlement Agreement and pursuant to the Plan of Reorganization who has complied with the terms of the Settlement Agreement and the Plan of Reorganization but is not eligible to hold a Global Note shall be issued Subordinated Notes in the form of permanent certificated Subordinated Notes in registered form in substantially the form set forth in Exhibit B hereto (the "PHYSICAL NOTES"). Subordinated Notes issued pursuant to Section 2.09 in exchange for interests in the Global Note shall be in the form of Physical Notes. The terms and provisions contained in the form of the Subordinated Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Alderwoods and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
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Sources: Indenture (Alderwoods Group Inc)