ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE."
(B)
THE ABOVE LEGENDS SHALL NOT BE REMOVED FROM ANY SECURITY UNLESS
THERE IS DELIVERED TO THE COMPANY SATISFACTORY EVIDENCE, WHICH MAY INCLUDE AN
OPINION OF
COUNSEL, AS MAY BE REASONABLY REQUIRED TO ENSURE THAT ANY FUTURE
TRANSFERS THEREOF MAY BE MADE WITHOUT RESTRICTION UNDER OR VIOLATION OF THE
PROVISIONS OF THE SECURITIES ACT AND OTHER APPLICABLE LAW.
UPON PROVISION OF
SUCH SATISFACTORY EVIDENCE, THE COMPANY SHALL EXECUTE AND DELIVER TO THE
TRUSTEE, AND THE TRUSTEE SHALL DELIVER, UPON RECEIPT OF A COMPANY ORDER
DIRECTING IT TO DO SO, A SECURITY THAT DOES NOT BEAR THE LEGEND.
SECTION 2.3
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificate of authentication shall be in substantially the
following form:
This is one of the Securities referred to in the within-mentioned Indenture.
Dated:
[
]
The Bank of New York Mellon,
not in its individual capacity, but solely as
Trustee
By:
Authorized Signatory
SECTION 2.4
TEMPORARY SECURITIES.
(A)
PENDING THE PREPARATION OF DEFINITIVE SECURITIES, THE COMPANY MAY
EXECUTE, AND UPON COMPANY ORDER THE TRUSTEE SHALL AUTHENTICATE AND DELIVER,
TEMPORARY SECURITIES THAT ARE PRINTED, LITHOGRAPHED, TYPEWRITTEN, MIMEOGRAPHED
OR OTHERWISE PRODUCED, IN ANY DENOMINATION, 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 EVIDENCED BY THEIR EXECUTION OF SUCH
SECURITIES.
(B)
IF TEMPORARY SECURITIES ARE ISSUED, THE COMPANY WILL CAUSE
DEFINITIVE SECURITIES TO BE PREPARED WITHOUT UNREASONABLE DELAY.
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 OF THE COMPANY DESIGNATED FOR THAT PURPOSE
WITHOUT CHARGE TO THE HOLDER.
UPON SURRENDER FOR CANCELLATION OF ANY ONE OR
MORE TEMPORARY SECURITIES, THE COMPANY SHALL EXECUTE AND THE TRUSTEE SHALL
AUTHENTICATE AND DELIVER IN EXCHANGE THEREFOR ONE OR MORE DEFINITIVE SECURITIES
OF ANY AUTHORIZED DENOMINATIONS HAVING THE SAME ORIGINAL ISSUE DATE AND STATED
MATURITY AND HAVING THE SAME TERMS AS SUCH TEMPORARY SECURITIES.
UNTIL SO
EXCHANGED, THE TEMPORARY SECURITIES SHALL IN ALL RESPECTS BE ENTITLED TO THE
SAME BENEFITS UNDER THIS INDENTURE AS DEFINITIVE SECURITIES.
24
SECTION 2.5
DEFINITIVE SECURITIES.
The Securities issued on the Original Issue Date shall be in definitive form.
The definitive Securities shall be printed, lithographed or engraved, or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.
ARTICLE III
THE SECURITIES
SECTION 3.1
PAYMENT OF PRINCIPAL AND INTEREST.
(A)
THE UNPAID PRINCIPAL AMOUNT OF THE SECURITIES SHALL BEAR INTEREST
AT THE INITIAL COUPON RATE FOR EACH