Common use of Transfer; Exchange Clause in Contracts

Transfer; Exchange. The Senior Subordinated Securities are issuable only in registered form without coupons in minimum denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Agreement, this Senior Subordinated Security is transferable by the Holder hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of this Senior Subordinated Security for registration of transfer at the office or agency of the Company or its agent, accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Senior Subordinated Security, the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Agreement) interest due hereon and for all other purposes, and none of the Company or any agent thereof shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in full. No Recourse Against Others No recourse shall be had for the payment of the principal of or interest on this Senior Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, of the Company or of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above list.

Transfer; Exchange. The Senior Subordinated Securities are issuable only in registered form without coupons in minimum denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Agreement, this Senior Subordinated Security is transferable by the Holder hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of this Senior Subordinated Security for registration of transfer at the office or agency of the Company or its agent, accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Senior Subordinated Security, the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Agreement) interest due hereon and for all other purposes, and none of the Company or any agent thereof shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in full. No Recourse Against Others No recourse shall be had for the payment of the principal of or interest on this Senior Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, of the Company or of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above list.

Transfer; Exchange. The Senior Subordinated Securities Notes are issuable only in registered form without coupons in minimum denominations of $1,000.00 2,000 of principal amount and integral multiples of $1,000.00 1,000 in excess thereof. The transfer or exchange of Notes may be registered and the Notes may be exchanged in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes, fees and/or other governmental charges required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption. As provided in the AgreementIndenture and subject to certain limitations therein set forth, this Senior Subordinated Security is transferable Notes will be issued only in registered form and initially will be represented by one or more Global Notes registered in the Holder hereof on name of a nominee of DTC. Beneficial interests in the Senior Note Register Notes will be shown on, and transfers thereof will be effected only through, the records maintained by DTC participants. Except for the limited circumstances described in the Indenture, owners of beneficial interests in the Notes will not be entitled to receive definitive Notes in registered, certificated form and will not be considered the Holders thereof. The Company or its agent, upon surrender of this Senior Subordinated Security will provide for registration of transfer at the office or agency transfers of the Company or its agentNotes through the Registrar, accompanied by a written instrument or instruments subject to the operations and procedures of DTC in effect from time to time, upon receipt of the information regarding the form of transfer in form and the status of the transferee to be provided on the Assignment Form attached hereto, along with such other opinions of counsel, certifications and/or other information satisfactory to the Company duly executed by and the Trustee in connection with certain transfers. Persons Deemed Owners. A Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for shall be treated as the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer, but the Company may require payment owner of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Senior Subordinated Security, the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Agreement) interest due hereon and Note for all other purposes, and none of the Company or any agent thereof shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in fullUnclaimed Money. No Recourse Against Others No recourse shall be had If money for the payment of the principal of and premium, if any, or interest remains unclaimed for one year, the Trustee or the Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. Defeasance and Discharge Prior to Redemption or Maturity. If the Company deposits with the Trustee, in trust, money, U.S. Government Obligations and/or Eligible Obligations or any combination of the foregoing which through the payment of interest thereof and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the then outstanding principal of, interest, if any, and premium, if any, on this Senior Subordinated Securitythe Notes (and any other Debt Securities of the same series) to redemption or maturity, or for and complies with certain other provisions of the Indenture relating thereto, (i) the Company will be deemed to have paid and will be discharged from any claim based hereon, or otherwise in respect hereof, or based on or and all obligations in respect of the Agreement Notes and (ii) certain provisions set forth in the Indenture will no longer be in effect with respect to the Notes. In addition, the Company can obtain a Discharge (as defined in the Indenture) with respect to all the Debt Securities of a series by depositing with the Trustee, in trust, funds sufficient to pay at maturity or any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, upon redemption all of the Company or Debt Securities of any successor theretothat series, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, provided that all such liability being, by the acceptance hereof and as part of the consideration Debt Securities of that series are by their terms to become due and payable within one year or are to be called for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above listredemption within one year.

Transfer; Exchange. The Senior Subordinated Securities Notes are issuable only in registered form form, without coupons interest coupons, in minimum denominations of $1,000.00 2,000 of principal amount and integral multiples of $1,000.00 1,000 in excess thereof. The transfer or exchange of Notes may be registered and the Notes may be exchanged in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes, fees and/or other governmental charges required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of fifteen (15) days before the day of the mailing of a notice of redemption of Notes selected for redemption. As provided in the AgreementIndenture and subject to certain limitations therein set forth, this Senior Subordinated Security is transferable the Notes will be issued only in registered form and initially will be represented by one or more Global Notes registered in the Holder hereof on name of a nominee of DTC. Beneficial interests in the Senior Note Register Notes will be shown on, and transfers thereof will be effected only through, the records maintained by DTC participants. Except for the limited circumstances described in the Indenture, owners of beneficial interests in the Notes will not be entitled to receive definitive Notes in registered, certificated form and will not be considered the Holders thereof. The Company or its agent, upon surrender of this Senior Subordinated Security will provide for registration of transfer at the office or agency transfers of the Company or Notes through the Registrar, subject to the operations and procedures of DTC and its agentparticipants in effect from time to time, accompanied by a written instrument or instruments upon receipt of the information regarding the form of transfer in form and the status of the transferee to be provided on the Assignment Form attached hereto, along with such other opinions of counsel, certifications and/or other information satisfactory to the Company duly executed by and the Trustee in connection with certain transfers. Persons Deemed Owners. A Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for shall be treated as the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer, but the Company may require payment owner of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Senior Subordinated Security, the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Agreement) interest due hereon and Note for all other purposes, and none of the Company or any agent thereof shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in fullUnclaimed Money. No Recourse Against Others No recourse shall be had If money for the payment of the principal of and premium, if any, or interest on this Senior Subordinated Securityremains unclaimed for one year, the Trustee or the Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for any claim based hereonpayment, or otherwise in respect hereofunless applicable law designates another Person, or based on or in respect and all liability of the Agreement Trustee and such Paying Agent with respect to such money shall cease. Defeasance and Discharge Prior to Redemption or Maturity. The Indenture contains provisions for defeasance at any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, time of the Company or entire indebtedness of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used this Note upon compliance with certain conditions set forth in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above listIndenture.

Transfer; Exchange. The Senior Subordinated Securities are issuable only in registered form without coupons in minimum denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Agreement, this Senior Subordinated Security is transferable Restricted Notes initially will be represented by the Holder hereof on the Senior Note Register maintained by the Company or its agent, upon surrender of this Senior Subordinated Security for registration of transfer at the office or agency of the Company or its agent, accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for Notes in registered, global form without interest coupons (collectively, the same aggregate principal amount “Restricted Global Notes”). Regulation S Notes initially will be issued to represented by one or more Notes in registered, global form without interest coupons (collectively, the designated transferee or transferees“Regulation S Global Notes” and, together with the Restricted Global Notes, the “Global Notes”). No service charge will be made for any such registration of transfertransfer or exchange of Notes, but the Company Trustee may require payment of a sum sufficient to cover any tax Tax or other governmental government charge payable in relation thereto. Prior to due presentment for connection therewith and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer of this Senior Subordinated Security, the Company and any agent thereof may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) for the purpose of receiving payment of or on account exchange of the principal hereof and (subject Notes, other than exchanges pursuant to the Agreement) interest due hereon and for all other purposes, and none Section 2.13 of the Company Indenture not involving any transfer. The Notes (or any agent thereof shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security beneficial interests therein) may not be redeemed transferred unless the principal amount so transferred is in an authorized denomination. The Notes will be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Persons Deemed Owners The registered Holder of this Note may be treated as the owner of this Note for all purposes. Unclaimed Money Any monies deposited with or repurchased by paid to the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in full. No Recourse Against Others No recourse shall be had Trustee for the payment of the principal of principal, premium or Additional Amounts (if any), interest on this Senior Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any other Transaction Documentamount due with respect to any Note and not applied but remaining unclaimed for two years after the date upon which such principal, against premium or Additional Amounts (if any), interest or other amount shall have become due and payable, shall (to the extent not required to escheat to any incorporatorGovernmental Authority), shareholder, employee, officer or director, as such, past, present or future, as such, upon written demand of the Company or of any successor theretoIssuer, whether by virtue of any constitution, statute or rule of law, or be repaid by the enforcement of any assessment Trustee to or penalty or otherwise, all such liability being, by for the acceptance hereof and as part account of the consideration Issuer, the receipt of such repayment to be confirmed promptly in writing by or on behalf of the Issuer, and, to the extent permitted by Applicable Law, the Person claiming such payment of principal, premium or Additional Amounts (if any), interest or any other amount shall thereafter look only to the Issuer for any related payment that it may be entitled to receive, and all liability of the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, Trustee with respect to such monies shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above listthereupon cease.

Transfer; Exchange. The Senior Subordinated Securities are issuable only Registered Holder may transfer this Debenture upon surrender of this Debenture at the principal office of the Company, and, in registered form without coupons in minimum denominations of $1,000.00 such event, the Company shall execute and integral multiples of $1,000.00 in excess thereof. As provided deliver, in the Agreementname of the designated transferee or transferees, this Senior Subordinated Security is transferable by the Holder hereof on the Senior Note Register maintained by one or more new Debentures of any authorized denominations, of a like aggregate principal amount. The foregoing notwithstanding, the Company shall have no obligation to transfer this Debenture on its books, and shall not do so, unless it shall have received evidence satisfactory to counsel for the Company that the transfer will not violate the Securities Act of 1933, as amended, or its agentany of the rules and regulations promulgated thereunder, or the securities laws of any state. At the option of the Registered Holder, the Debenture(s) may be exchanged for other Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of this Senior Subordinated Security the Debentures to be exchanged at the principal office of the Company. Whenever any Debentures are so surrendered for exchange, the Company shall execute and deliver the Debentures which the Registered Holder is entitled to receive. All Debentures issued upon any registration of transfer or exchange of Debentures shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits as the Debentures surrendered upon such registration of transfer or exchange. Every Debenture presented or surrendered for registration of transfer at or for exchange shall (if so required by the office Company) be duly endorsed, or agency of the Company or its agent, be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, duly executed by the Registered Holder hereof thereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfertransfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in relation theretoconnection with any registration of transfer or exchange of Debentures. Prior to due presentment of a Debenture for registration of transfer of this Senior Subordinated Securitytransfer, the Company Company, and any agent thereof of the Company may deem and treat the Holder hereof Person in whose name such Debenture is registered as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) such Debenture for the purpose of receiving payment of or principal of (and premium, if any) and interest on account of the principal hereof and (subject to the Agreement) interest due hereon such Debenture and for all other purposespurposes whatsoever, whether or not such Debenture be overdue, and none neither the Company nor any agent of the Company or any agent thereof company shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in full. No Recourse Against Others No recourse shall be had for the payment of the principal of or interest on this Senior Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, of the Company or of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above list.

Transfer; Exchange. The Senior Subordinated Securities are issuable only Registered Holder may transfer this Amended and Restated Debenture upon surrender of this Amended and Restated Debenture at the principal office of the Company, and, in registered form without coupons in minimum denominations of $1,000.00 such event, the Company shall execute and integral multiples of $1,000.00 in excess thereof. As provided deliver, in the Agreementname of the designated transferee or transferees, this Senior Subordinated Security is transferable by the Holder hereof on the Senior Note Register maintained by one or more new Debentures of any authorized denominations, of a like aggregate principal amount. The foregoing notwithstanding, the Company shall have no obligation to transfer this Amended and Restated Debenture on its books, and shall not do so, unless it shall have received evidence satisfactory to counsel for the Company that the transfer will not violate the Securities Act of 1933, as amended, or its agentany of the rules and regulations promulgated thereunder, or the securities laws of any state. At the option of the Registered Holder, the Debenture(s) may be exchanged for other Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of this Senior Subordinated Security the Debentures to be exchanged at the principal office of the Company. Whenever any Debentures are so surrendered for exchange, the Company shall execute and deliver the Debentures which the Registered Holder is entitled to receive. All Debentures issued upon any registration of transfer or exchange of Debentures shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits as the Debentures surrendered upon such registration of transfer or exchange. Every Debenture presented or surrendered for registration of transfer at or for exchange shall (if so required by the office Company) be duly endorsed, or agency of the Company or its agent, be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, duly executed by the Registered Holder hereof thereof or his or her attorney duly authorized in writing, and thereupon one or more new Senior Subordinated Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfertransfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in relation theretoconnection with any registration of transfer or exchange of Debentures. Prior to due presentment of a Debenture for registration of transfer of this Senior Subordinated Securitytransfer, the Company Company, and any agent thereof of the Company may deem and treat the Holder hereof Person in whose name such Debenture is registered as the absolute owner hereof (whether or not this Senior Subordinated Security shall be overdue and notwithstanding any notice of ownership or writing hereon made) such Debenture for the purpose of receiving payment of or principal of (and premium, if any) and interest on account of the principal hereof and (subject to the Agreement) interest due hereon such Debenture and for all other purposespurposes whatsoever, whether or not such Debenture be overdue, and none neither the Company nor any agent of the Company or any agent thereof company shall be affected by any notice to the contrary. Redemption This Senior Subordinated Security may not be redeemed or repurchased by the Company until all of the Company’s 7.7% Senior Subordinated Securities and interest thereon have been paid in full. No Recourse Against Others No recourse shall be had for the payment of the principal of or interest on this Senior Subordinated Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any other Transaction Document, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, as such, of the Company or of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. Governing Law THE AGREEMENT AND THIS SENIOR SUBORDINATED SECURITY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL LAWS OF THE UNITED STATES, IF AND TO THE EXTENT SUCH LAW IS APPLICABLE AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE. Abbreviations The following abbreviations, when used in the inscription on the face of this Senior Subordinated Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON – as tenants in common TEN ENT – as tenants in the entireties JT TEN – as joint tenants with right of survival UNIF GIFT MIN ACT – under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above list.