Common use of The Subordinated Notes Clause in Contracts

The Subordinated Notes. Section 201 Forms Generally. Each Subordinated Note and temporary or permanent global Subordinated Note issued under this Indenture will be in the form established by or in accordance with a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or under this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer of the Company executing such Subordinated Note as evidenced by the execution of such Subordinated Note. The Subordinated Note will be issuable in registered form without coupons. Definitive Subordinated Notes may be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company executing such Subordinated Notes, as evidenced by the execution of such Subordinated Notes. Section 202 Form of Trustee’s Certificate of Authentication. Subject to Section 512, the Trustee’s certificate of authentication will be in substantially the following form: This is one of the Subordinated Notes of the Series designated herein referred to in the within-mentioned Indenture. As Trustee By: As Authenticating Signatory Section 203 Subordinated Notes in Global Form. Unless otherwise provided in or under this Indenture or any Subordinated Notes, the Subordinated Notes will not be issuable in global form. If Subordinated Notes of a Series will be issuable in temporary or permanent global form, any such Subordinated Note may provide that it or any number of such Subordinated Notes will represent the aggregate amount of all Outstanding Subordinated Notes of such Series (or such lesser amount as is permitted by the terms thereof) from time to time set forth in such Subordinated Notes in global form, endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Subordinated Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Subordinated Note in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Subordinated Notes represented thereby will be made in such manner and by such Person or Persons as will be specified therein or in accordance with Section 204 with respect to such Subordinated Note or in the Company Order to be delivered in accordance with Section 205 or Section 207 with respect thereto. Subject to the provisions of Section 205 and, if applicable, Section 207, the Trustee will deliver and redeliver any Subordinated Note in global form in the manner and upon instructions given by the Person or Persons specified therein or in accordance with Section 204 with respect to such Subordinated Note or in the applicable Company Order. If a Company Order under Section 205 or Section 207 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Subordinated Note in global form will be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Subordinated Note is exchangeable for definitive Subordinated Notes as provided in Section 209, then, unless otherwise provided in or under this Indenture with respect to the Subordinated Notes of such Series, the Trustee will deliver and redeliver such global Subordinated Note to the extent necessary to effect such exchanges, will endorse such global Subordinated Note to reflect any decrease in the principal amount thereto resulting from such exchanges and will take such other actions, all as contemplated by Section 209. Notwithstanding the provisions of Section 211, unless otherwise specified in or under this Indenture or any Subordinated Notes, payment of principal of, and any premium and interest on, any Subordinated Note in temporary or permanent global form will be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 212 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee will treat as the Holder of such principal amount of Outstanding Subordinated Notes represented by a global Subordinated Note, the Holder of such global Subordinated Note in registered form. Section 204 Amount Unlimited; Issuable in Series. The aggregate principal amount of Subordinated Notes that may be authenticated and delivered under this Indenture is unlimited. The Company may issue up to the aggregate principal amount of Subordinated Notes of a Series from time to time authorized by or under one or more Board Resolutions. The Subordinated Notes may be issued in one or more Series. All Subordinated Notes of each Series issued under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to that Series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or Maturity of the Subordinated Notes of such Series. Unless expressly provided otherwise with respect to a Series, not all Subordinated Notes of a Series need be issued at the same time, and, unless otherwise provided in the Subordinated Notes of that Series or in this Indenture, a Series may be reopened and the aggregate principal amount of the Subordinated Notes of a Series may be increased and additional Subordinated Notes of that Series may be issued up to a maximum aggregate principal amount authorized for that Series, as that maximum aggregate principal amount may be increased from time to time. All Subordinated Notes of a Series will rank equally among themselves and with the other existing and future indebtedness of the Company that is subordinated in right of payment to the Senior Indebtedness to the same extent as the Subordinated Notes of that Series. The Company may from time to time establish one or more Series under this Indenture. A Series will be established by the execution and delivery of a supplemental indenture or the adoption of a Board Resolution by the Board of Directors establishing that Series. The specific terms and conditions of the Subordinated Notes of any Series established will be determined and set either (1) by the supplemental indenture that establishes the Series, (2) if the Series is established by a supplemental indenture, to the extent that those specific terms and conditions are not determined and set by that supplemental indenture, by the adoption of a Board Resolution or Board Resolutions by the Board of Directors and, to the extent that those specific terms and conditions are not determined and set by the supplemental indenture or by the adoption of a Board Resolution or Board Resolutions by the Board of Directors or by a combination of those means of determining and setting the specific terms and conditions of the Subordinated Notes of that Series, by the action of one or more Authorized Officers in accordance with authority to determine and set the specific terms and conditions of the Subordinated Notes of that Series specifically delegated by the Board of Directors to that Authorized Officer or those Authorized Officers or (3) if the Series is established by action of the Board of Directors, to the extent that those specific terms and conditions are not set by the adoption of a Board Resolution or Board Resolutions by the Board of Directors, by the action of one or more Authorized Officers in accordance with authority to determine and set the specific terms and conditions of the Subordinated Notes of that Series specifically delegated by the Board of Directors to that Authorized Officer or those Authorized Officers. If the specific terms and specific conditions of the Subordinated Notes of a Series are determined and set by action of the Board of Directors, that action will be evidenced by a Board Resolution. If the specific terms and conditions of the Subordinated Notes of a Series established by action of the Board of Directors are determined and set by an Authorized Officer or Authorized Officers in accordance with authority delegated to them by the Board of Directors, that action will be evidenced by an Officers’ Certificate executed by the Authorized Officer or Authorized Officers determining and setting those terms and conditions, which certificate will also be attested to by the Secretary or an Assistant Secretary of the Company. If the specific terms and conditions of the Subordinated Notes of a Series established by action of the Board of Directors are determined and set by an Authorized Officer or Authorized Officers in accordance with authority delegated to them by the Board of Directors and an Officers’ Certificate has been delivered in connection with the establishment of the terms and conditions of the Subordinated Notes of a Series and the issuance of the Subordinated Notes of that Series, an additional Officers’ Certificate will not be required to be delivered in connection with any subsequent issuance of additional Subordinated Notes of that Series. Upon a Series being established and the specific terms and conditions of the Subordinated Notes of that Series being determined and set otherwise than through a supplemental indenture, the Company will cause to be delivered to the Trustee an Officers’ Certificate certifying that the Series has been established and the specific terms and conditions of the Subordinated Notes of the Series have been determined and set and attaching to that Officers’ Certificate (1) the Board Resolution establishing the Series, (2) the Board Resolution or Board Resolutions determining and setting the specific terms and conditions of the Subordinated Notes of that Series or providing for the delegation of authority to one or more Authorized Officers to determine and set the specific terms and conditions of the Subordinated Notes of that Series and (3) if an Authorized Officer or Authorized Officers has determined and set the specific terms and conditions of the Subordinated Notes of that Series, attaching the Certificate evidencing the action of that Authorized Officer or those Authorized Officers. The Officers’ Certificate that is required to be delivered to the Trustee in accordance with the immediately preceding sentence, may be provided before or at the time of the consummation of the first issuance of Subordinated Notes of the Series to which the Officers’ Certificate relates. Each Board Resolution of the Company determining and setting the specific terms and conditions of the Subordinated Notes of a Series, each Officers’ Certificate evidencing the specific terms and conditions of the Subordinated Notes of a Series, and each Supplemental Indenture setting forth the terms and conditions of the Subordinated Notes of a Series, will set forth the following information as to the terms and conditions of that Series: (1) the title of the Subordinated Notes of such Series; (2) the aggregate principal amount of the Subordinated Notes of such Series to be initially issued and sold by the Company and any limit upon the aggregate principal amount of Subordinated Notes of such Series that may be authenticated and delivered under this Indenture (except for Subordinated Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Subordinated Notes of such Series in accordance with Section 207, Section 209, Section 210, Section 805 or Section 1007, or upon surrender in part of any Subordinated Note for conversion or exchange into Common Stock or other securities or property in accordance with its terms), and if from time to time the Company may issue additional Subordinated Notes of such Series or establish additional terms of the Subordinated Notes of such Series; (3) if any of such Subordinated Notes of such Series are to be issuable in global form, when any of such Subordinated Notes are to be issuable in global form and (i) whether such Subordinated Notes are to be issued in temporary or permanent global form or both, (ii) the conditions upon which Subordinated Notes in definitive form will be issued to beneficial owners of Subordinated Notes of Series; (iii) whether beneficial owners of interests in any such global Subordinated Note may exchange such interests for Subordinated Notes of the same Series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 209, (iv) the name of the Depositary with respect to any such global Subordinated Note and (v) if applicable and in addition to the Persons specified in Section 209, the Person or Persons who will be entitled to make any endorsements on any such global Subordinated Note and to give the instructions and take the other actions with respect to such global Subordinated Note contemplated by the first paragraph of Section 203; (4) the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal and premium, if any, of such Subordinated Notes is payable; (5) the rate or rates at which such Subordinated Notes will bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest will accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest will be payable and the Regular Record Date, if any, for the interest payable on such Subordinated Notes on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate Subordinated Note and the manner of giving such notice, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; (6) if in addition to or other than [ ], the place or places where the principal of, any premium and interest on, such Subordinated Notes will be payable, any of such Subordinated Notes may be surrendered for registration of transfer or exchange, any of such Subordinated Notes may be surrendered for conversion or exchange, and notices or demands to or upon the Company in respect of such Subordinated Notes and this Indenture may be served; (7) whether any of the Subordinated Notes are subject to prepayment and, if so, any premium payable in connection with any such prepayment; (8) whether any of such Subordinated Notes are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Subordinated Notes may be redeemed, in whole or in part; (9) if the Company is obligated to redeem or purchase any of such Subordinated Notes at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Subordinated Notes will be redeemed or purchased, in whole or in part, under such obligation, and any provisions for the remarketing of such Subordinated Notes so redeemed or purchased; (10) the denominations in which any of such Subordinated Notes will be issuable if other than denominations of $1,000 and any integral multiple thereof; (11) whether the Subordinated Notes of the Series will be convertible into and/or exchangeable for Common Stock or other securities or property, and if so, the terms and conditions upon which such Subordinated Notes will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Subordinated Notes or the administration thereof; (12) if other than the princi