Common use of Form of Reverse of Note Clause in Contracts

Form of Reverse of Note. This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under a Subordinated Indenture, dated as of February 21, 2017 (the "Indenture"), among the Company, The Bank of New York Mellon, as U.S. Trustee (herein called the "U.S. Trustee"), and BNY Trust Company of Canada (herein called the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees" and each, a "Trustee", which terms include any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of February 24, 2017, among the Company and the Trustees (the "First Supplemental Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustees and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount to U.S.$750,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder); provided, however, that the Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such additional notes would rank equally and ratably. Any additional notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP number. All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. All computations under this Note and the Indenture shall be made by the Company, and any such computation or calculation shall be final and binding. The indebtedness evidenced by this Note, and all other Securities now or hereafter authenticated and delivered under the Indenture, is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Policy Liabilities and Senior Indebtedness, whether now outstanding or hereinafter incurred, in accordance with the terms of such Policy Liabilities and Senior Indebtedness, and this Note is issued subject to the provisions of Article Fourteen of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustees as his or her attorneys-in-fact for any and all such purposes.

Form of Reverse of Note. This Note is one of a duly authorized issue of securities Notes of the Company designated as its 9 1/2% Senior Subordinated Notes due May 1, 2008 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be issued in one or more series under a Subordinated an Indenture, dated as of February 21April 22, 2017 1998 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company, The Company and Union Bank of New York MellonCalifornia, N.A., as U.S. Trustee (herein called the "U.S. Trustee"), and BNY Trust Company of Canada (herein called the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees" and each, a "Trustee", which terms include term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of February 24, 2017, among the Company and the Trustees (the "First Supplemental Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement state- ment of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustees Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. The Notes are issued pursuant will be subject to redemption, at the Indenture and are limited in aggregate principal amount to U.S.$750,000,000 (except for Notes authenticated and delivered upon registration option of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder); provided, however, that the Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such additional notes would rank equally and ratably. Any additional notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP number. All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. All computations under this Note and the Indenture shall be made by the Company, in whole or in part, at any time on or after May 1, 2003 and any prior to maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such computation or calculation shall be final and binding. The indebtedness evidenced by this Note, and all other Securities now or hereafter authenticated and delivered under the Indenture, is, to the extent and Holder's address appearing in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Policy Liabilities and Senior Indebtedness, whether now outstanding or hereinafter incurredSecurity Register, in accordance with amounts of $1,000 or an integral multiple of $1,000, at the terms following Redemption Prices (expressed as percentages of such Policy Liabilities and Senior Indebtedness, and this Note is issued the principal amount) plus accrued interest to but excluding the Redemption Date (subject to the provisions right of Article Fourteen Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning May 1 of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustees as his or her attorneys-in-fact for any and all such purposes.years indicated: Year Redemption Price

Form of Reverse of Note. This Note is one of a duly authorized issue of securities of the Company designated as its 93/8% [Series B]3 Senior Subordinated Notes due 2007 (herein called the "Notes"), issued and limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued in one or more series under a Subordinated Indenture, dated as of February 21, 2017 the indenture (the "Indenture")) dated as of June 27, among 1997 between the Company, The Bank of New York MellonCompany and Marine Midland Bank, as U.S. Trustee trustee (herein called the "U.S. Trustee"), and BNY Trust Company of Canada (herein called the "Canadian Trustee," and, together with the U.S. Trustee, the "Trustees" and each, a "Trustee", which terms include term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of February 24, 2017, among the Company and the Trustees (the "First Supplemental Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Trustees Trustee and the Holders of the Notes Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount to U.S.$750,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder); provided, however, that the Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such additional notes would rank equally and ratably. Any additional notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP number. All Capitalized terms used in this Note that are defined in the Indenture herein without definition shall have the meaning assigned to them meanings set forth in the Indenture. All computations under this Note and the Indenture shall be made by the Company, and any such computation or calculation shall be final and binding. The indebtedness evidenced by this Note, and all other Securities now or hereafter authenticated and delivered under the Indenture, Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Policy Liabilities and Senior Indebtedness, whether now outstanding or hereinafter incurred, Indebtedness as defined in accordance with the terms of such Policy Liabilities and Senior IndebtednessIndenture, and this Note is issued subject to the provisions of Article Fourteen of the Indenture with respect theretosuch provisions. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees Trustee on his or her behalf to take such actions action as may be necessary or appropriate to effectuate the subordination so as provided in the Indenture and (c) appoints the Trustees as Trustee his or her attorneysattorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice, at any time on and all such purposes.after July 1, 2002, as a whole or in part, at the election of the Company, at a Redemption Price equal to the percentage of the principal amount set forth below, plus, in each case, accrued and unpaid interest, if any, to the applicable Redemption Date, if redeemed during the twelve month period beginning July 1 of the years indicated below: Redemption Year Price ---- -----

Form of Reverse of Note. This Note is one of a duly authorized issue of securities of the Company designated as its 10-1/4% [Series B]* Senior Subordinated Notes due 2007 (herein called the "Notes"), issued and limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $101,000,000, which may be issued in one or more series under a Subordinated Indenture, dated as of February 21, 2017 an indenture (the "Indenture")) dated as of July 1, among 1997 between the Company, Citadel License, Inc., as guarantor (the "Subsidiary Notes Guarantor"), and The Bank of New York MellonYork, as U.S. Trustee trustee (herein called the "U.S. Trustee"), and BNY Trust Company of Canada (herein called the "Canadian Trustee," and, together with the U.S. Trustee, the "Trustees" and each, a "Trustee", which terms include term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of February 24, 2017, among the Company and the Trustees (the "First Supplemental Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Trustees Subsidiary Notes Guarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount to U.S.$750,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 304, 305, 306, 906 or 1108 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder); provided, however, that the Company may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner may be consolidated with, and form a single series with, the Notes. The Notes and any such additional notes would rank equally and ratably. Any additional notes must be treated as fungible with the Notes for U.S. federal income tax purposes or be identified by a separate CUSIP number. All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. All computations under this Note and the Indenture shall be made by the Company, and any such computation or calculation shall be final and binding. The indebtedness evidenced by this Note, and all other Securities now or hereafter authenticated and delivered under the Indenture, is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment subordinated to the prior payment in full of all Policy Liabilities Senior Debt in the manner and Senior Indebtedness, whether now outstanding or hereinafter incurred, in accordance with the terms of such Policy Liabilities and Senior Indebtedness, and this Note is issued subject to the provisions of extent set forth in Article Fourteen of the Indenture Indenture. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Notes shall be redeemable (subject to contractual and other restrictions with respect thereto. Each Holder thereto and to the legal availability of this Notefunds therefor) at the election of the Company, by accepting as a whole or from time to time in part, at any time on or after July 1, 2002 on not less than 30 nor more than 60 days' prior notice, at the sameredemption prices (expressed as percentages of the principal amount thereof) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning on July 1 of the years indicated below (a) agrees subject to and shall be bound by such provisions, (b) authorizes and directs the Trustees right of Holders of record on his or her behalf the relevant record date to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustees as his or her attorneys-in-fact for any and all such purposes.receive interest due on an Interest Payment Date):