Common use of Form, Payment and Appointment Clause in Contracts

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Notes corresponding to Applicable Ownership Interests in Notes that are components of Corporate Units shall be registered in the name of the Purchase Contract Agent. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to paymentpayment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with respect to any Global Note will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent and the Debt Security registrar for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Fundamental Change Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02, Section 5.03(b), Section 5.045.05, Section 5.07 5.08 or Section 5.02(a5.03(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes Debentures shall be issued in fully registered, certificated form, bearing identical terms. Debentures corresponding to Applicable Ownership Interests in Debentures that are components of Corporate Units shall be registered in the name of the Purchase Contract Agent. Principal of and interest on the Senior Notes Debentures will be payable, the transfer of such Senior Notes Debentures will be registrable, and such Senior Notes Debentures will be exchangeable for Senior Notes Debentures of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to paymentpayment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with respect to any Global Debenture will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior NotesDebentures, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Paying Agent and Security Registrar and Paying Agent for the Senior Notes Debentures shall initially be the Trustee. The Senior Notes Debentures shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes Debentures underlying the Pledged Applicable Ownership Interests in Senior Notes Debentures (other than any release of Senior Notes Debentures underlying Pledged Applicable Ownership Interests in Senior Notes Debentures in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Fundamental Change Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02, Section 5.03(b), Section 5.045.05, Section 5.07 5.08 or Section 5.02(a5.03(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes Debentures shall be issuable in denominations of $25 50 and integral multiples of $25 50 in excess thereof, and the Company shall issue Senior Notes Debentures in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Notes corresponding to Applicable Ownership Interests in Notes that are components of Corporate Units shall be registered in the name of the Purchase Contract Agent. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the TrusteeTrustee in The City of New York, which is located at 000 Xxxxxxx Xxxxxx, New York, New York, 10286; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security Notes register or by wire transfer to an account appropriately designated by the holder Person entitled to paymentpayment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with respect to any Global Note will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar paying agent and Paying Agent the registrar for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes in accordance with Section 3.15 of the Purchase Contract and Pledge Agreement (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Fundamental Change Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02, Section 5.03(b), Section 5.045.05(b), Section 5.07 5.08 or Section 5.02(a5.03(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.042.07(d) of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depositary Trust Company (and any successor organization thereto) (“DTC”) or its nominee. Principal or the redemption price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that the redemption price, if any, principal of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payablepayable at the Place of Payment set forth below. The Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A, the transfer of such Senior Notes will be registrablewhich is incorporated herein and made a part hereof. The Security Registrar, Authenticating Agent, and such Senior Paying Agent for the Notes shall initially be the Trustee. The Company will appoint a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.05. The Place of Payment for the Notes shall be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the an office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New Yorkpurpose, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall will be issuable issued and may be transferred only in minimum denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The Company will pay principal of and interest on the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Senior Notes corresponding to Applicable Ownership Interests in Senior Notes that are components of Corporate Units shall be registered in the name of the Collateral Agent. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. Payments with respect to any Global Senior Note will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent and security registrar for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Note Register or by wire transfer to an account appropriately designated by the holder Person entitled to paymentpayment by written notice given at least ten calendar days prior to the Interest Payment Date. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Note Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) a Failed Final Remarketing, (iv) Cash Merger Early Settlement, (ivv) Early Settlement or (vvi) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02(b)(iv), Section 5.02(b)(v), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal Except as set forth in Section 2.05(d), principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. Payments with respect to any Global Senior Note will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in the fourth paragraph of Section 2.04305 of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that principal of, the Redemption Price, if any, of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency Place of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the TrusteePayment set forth below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the Paying Agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithpayment of interest on the Maturity Date). The Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A. The Security Registrar Registrar, Authenticating Agent and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose in Dallas, Texas, which shall initially be the Corporate Trust Office of the Trustee in Dallas, Texas. The Notes will be issuable and may be transferred only in denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The amounts payable with respect to the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable payable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Stripped Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, Settlement or (iv) Early Settlement or (v) Cash Settlement, in accordance with Section Sections 3.13, Section 5.02(b)5.02, Section 5.04, Section 5.04(b) and 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may berespectively), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50. Each Applicable Ownership Interest in excess thereofa Senior Note held as a component of a Normal Unit represents an undivided ownership interest of 1/20, and the Company shall issue or 5%, of $1,000 principal amount of Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerNotes.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical termsterms and registered in the name of the Purchase Contract Agent. Principal of of, and premium, if any, and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount in denominations of $1,000 (unless Notes have previously been issued in denominations of $50 and integral multiples thereof, in which case Notes will be exchangeable for a like aggregate principal amount in denominations of $50 and integral multiples of $50) and integral multiples of $1,000 bearing identical terms and provisions, at the office or agency of the Company and the Guarantor maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company or the Guarantor by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account with a financial institution in the United States appropriately designated by the holder Holder entitled to paymentpayment by notice to the Trustee given at least 15 days prior to the Interest Payment Date. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) 3.15 of the Purchase Contract and Pledge Agreement, as the case may be)Notes shall, if requested by the Senior Notes shall Purchase Contract Agent, be issuable in denominations of $25 50 and integral multiples of $25 50. Each Applicable Ownership Interest in excess thereofa Note held as a component of a Corporate Unit represents an undivided ownership interest of 1/20, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf or 5%, of any Holder or Beneficial Owner$1,000 principal amount of Notes.

Form, Payment and Appointment. Except as provided in Section 2.043.05 of the Base Indenture, the Senior Notes will be issued only in book-entry form and will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that principal of, the Redemption Price, if any, of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such Global Notes. The principal of any certificated Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency Place of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the TrusteePayment set forth below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the Paying Agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or payment of interest on the Maturity Date). The Notes shall have such other governmental charge that may be imposed terms as are set forth in connection therewith. the form thereof attached hereto as Exhibit A. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose in New York, New York, which shall initially be the Corporate Trust Office of the Trustee located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Notes will be issuable and may be transferred only in denominations of $1,000 and 2,000 or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The amounts payable with respect to the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable payable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in the fifth paragraph of Section 2.04305 of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that principal of, the Redemption Price, if any, of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency Place of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the TrusteePayment set forth below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge The Notes shall be made for any registration of transfer or exchange of have such other terms as are set forth in the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. form thereof attached hereto as Exhibit A. The Security Registrar Registrar, Authenticating Agent and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose in Boston, Massachusetts, which shall initially be the Corporate Trust Office of the Trustee in Boston, Massachusetts. The Notes will be issuable and may be transferred only in denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The amounts payable with respect to the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable payable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in the fourth paragraph of Section 2.04305 of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depositary Trust Company (and any successor organization thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that principal of, the Redemption Price, if any, of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency Place of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the TrusteePayment set forth below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the Paying Agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or payment of interest on the Maturity Date). The Notes shall have such other governmental charge that may be imposed terms as are set forth in connection therewiththe form thereof attached hereto as Exhibit A, which is incorporated herein and made a part hereof. The Security Registrar Registrar, Authenticating Agent, and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Company will appoint a Person to act as the Calculation Agent as provided in the form of Note that is Exhibit A hereto. The Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose in Dallas, Texas, which shall initially be the Corporate Trust Office of the Trustee in Dallas, Texas. The Notes will be issuable and may be transferred only in denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The amounts payable with respect to the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable payable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Stripped Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, Settlement or (iv) Early Settlement or (v) Cash Settlement, in accordance with Section Sections 3.13, Section 5.02(b)5.02, Section 5.04, Section 5.04(b) and 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may berespectively), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner50.

Form, Payment and Appointment. Except as provided in the eighth paragraph of Section 2.043.05 of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that principal of, the Redemption Price, if any, of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency Place of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the TrusteePayment set forth below; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the Paying Agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithpayment of interest on the Maturity Date). The Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A. The Security Registrar Registrar, Authenticating Agent and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee in Wilmington, Delaware. The Notes will be issuable and may be transferred only in minimum denominations of $1,000 and or an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon . The amounts payable with respect to the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable payable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Note Register or by wire transfer to an account appropriately designated by the holder Person entitled to paymentpayment by written notice given at least ten calendar days prior to the Interest Payment Date. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Note Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) a Failed Final Remarketing, (iv) Cash Merger Early Settlement, (ivv) Early Settlement or (vvi) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02(c)(iii), 5.02(a), Section 5.04, Section 5.07 or Section 5.02(a5.02(b) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in the last four paragraphs of Section 2.043.5 of the Base Indenture, the Senior Notes shall will be issued only in fully registered, certificated form, bearing identical termsbook-entry form as Global Securities. Principal of and interest on the Senior Notes will be payablepayable in global form registered in the name of or held by The Depository Trust Corporation (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the transfer case may be, as the registered holder of such Senior Global Note (as hereinafter defined). The principal of any certificated Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency of the Company Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust principal office of the TrusteeTrustee at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: F.N.B. Corporation Administrator; provided, however, that payment of interest may be made at the option of the Company Corporation by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the paying agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithpayment of interest on the Maturity Date). The Corporation hereby appoints the Trustee to act as Security Registrar and Paying Agent for the Senior Notes shall initially be the TrusteeNotes. The Senior Notes shall will be issuable and may be transferred only in minimum denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided1,000. The specified currency of the Notes shall be U.S. Dollars. Notwithstanding any other provisions of this Supplemental Indenture or the Base Indenture, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) all payments on Global Notes may be made pursuant to the creation of Treasury Units by Collateral Substitution, Applicable Procedures and (ii) any notice required to be given to Holders under this Supplemental Indenture or the Base Indenture shall be sufficiently given if given to the Depositary for a Successful Remarketing, Global Note (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(bits designee), Section 5.04pursuant to the Applicable Procedures, Section 5.07 or Section 5.02(a) of not later than the Purchase Contract and Pledge Agreement, as the case may belatest date (if any), and not earlier than the Senior Notes shall be issuable in denominations earliest date (if any), prescribed for the giving of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Ownernotice.

Form, Payment and Appointment. Except as provided in the last four paragraphs of Section 2.043.5 of the Base Indenture, the Senior Notes shall will be issued only in fully registered, certificated form, bearing identical termsbook-entry form as Global Securities. Principal of and interest on the Senior Notes will be payablepayable in global form registered in the name of or held by The Depository Trust Corporation (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the transfer case may be, as the registered holder of such Senior Global Note (as hereinafter defined). The principal of any certificated Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency of the Company Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust principal office of the TrusteeTrustee at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Global Corporate Trust; provided, however, that payment of interest may be made at the option of the Company Corporation by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the paying agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithpayment of interest on the Maturity Date). The Corporation hereby appoints the Trustee to act as Security Registrar and Paying Agent for the Senior Notes shall initially be the TrusteeNotes. The Senior Notes shall will be issuable and may be transferred only in minimum denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided1,000. The specified currency of the Notes shall be U.S. Dollars. Notwithstanding any other provisions of this Supplemental Indenture or the Base Indenture, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) all payments on Global Notes may be made pursuant to the creation of Treasury Units by Collateral Substitution, Applicable Procedures and (ii) any notice required to be given to Holders under this Supplemental Indenture or the Base Indenture shall be sufficiently given if given to the Depositary for a Successful Remarketing, Global Note (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(bits designee), Section 5.04pursuant to the Applicable Procedures, Section 5.07 or Section 5.02(a) of not later than the Purchase Contract and Pledge Agreement, as the case may belatest date (if any), and not earlier than the Senior Notes shall be issuable in denominations earliest date (if any), prescribed for the giving of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Ownernotice.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount in denominations of $1,000 (unless Senior Notes have previously been issued in denominations of $50 and integral multiples thereof, in which case Senior Notes will be exchangeable for a like aggregate principal amount in denominations of $50 and integral multiples of $50) and integral multiples of $1,000 bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, Settlement or (iv) Early Settlement or (v) Cash Settlement, in accordance with Section Sections 3.13, Section 5.02(b)5.02, Section 5.04, Section 5.04(b) and 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may berespectively), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50. Each Applicable Ownership Interest in excess thereofa Senior Note held as a component of a Corporate Unit represents an undivided ownership interest of 1/20, and the Company shall issue or 5%, of $1,000 principal amount of Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerNotes.

Form, Payment and Appointment. Except as provided in the last four paragraphs of Section 2.043.5 of the Base Indenture, the Senior Notes shall will be issued only in fully registered, certificated form, bearing identical termsbook-entry form as Global Securities. Principal of and interest on the Senior Notes will be payablepayable in global form registered in the name of or held by The Depository Trust Corporation (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the transfer case may be, as the registered holder of such Senior Global Note (as hereinafter defined). The principal of any certificated Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, payable at the office or agency of the Company Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust principal office of the TrusteeTrustee at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: F.N.B. Corporation Administrator; provided, however, that payment of interest may be made at the option of the Company Corporation by check mailed to the holder Person entitled thereto at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Person entitled to payment. No service charge ; provided that the paying agent shall be made for any registration have received written notice of transfer or exchange such account designation at least five Business Days prior to the date of such payment (subject to surrender of the Senior Notes, but relevant Note in the Company may require payment from the holder case of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithpayment of interest on the Maturity Date). The Corporation hereby appoints the Trustee to act as Security Registrar and Paying Agent for the Senior Notes shall initially be the TrusteeNotes. The Senior Notes shall will be issuable and may be transferred only in minimum denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided1,000. The specified currency of the Notes shall be U.S. Dollars. Notwithstanding any other provisions of this Supplemental Indenture or the Base Indenture, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) all payments on Global Notes may be made pursuant to the creation of Treasury Units by Collateral Substitution, Applicable Procedures and (ii) any notice required to be given to Holders under this Supplemental Indenture or the Base Indenture shall be sufficiently given if given to the Depositary for a Successful Remarketing, Global Note (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(bits designee), Section 5.04pursuant to the Applicable Procedures, Section 5.07 or Section 5.02(a) of not later than the Purchase Contract and Pledge Agreement, as the case may belatest date (if any), and not earlier than the Senior Notes shall be issuable in denominations earliest date (if any), prescribed for the giving of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Ownernotice.

Form, Payment and Appointment. Except as provided in the fourth paragraph of Section 2.04305 of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depositary Trust Company (and any successor organization thereto) (“DTC”) or its nominee. Principal or the Redemption Price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that the Redemption Price, if any, principal of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payablepayable at the Place of Payment set forth below. The Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A, the transfer of such Senior Notes will be registrablewhich is incorporated herein and made a part hereof. The Security Registrar, Authenticating Agent, and such Senior Paying Agent for the Notes shall initially be the Trustee. The Company will appoint a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.05. The Place of Payment for the Notes shall be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the an office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New Yorkpurpose, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; providedPaying Agent in Los Angeles, however, that payment of interest California. The Notes will be issued and may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable transferred only in denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The Company will pay principal of and interest on the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerDollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Subordinated Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Subordinated Notes will be payable, the transfer of such Senior Subordinated Notes will be registrable, and such Senior Subordinated Notes will be exchangeable for Senior Subordinated Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Subordinated Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Subordinated Notes shall initially be the Trustee. The Senior Subordinated Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Subordinated Notes underlying the Pledged Applicable Ownership Interests in Senior Subordinated Notes (other than any release of Senior Subordinated Notes underlying Pledged Applicable Ownership Interests in Senior Subordinated Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Subordinated Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Subordinated Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the The Senior Notes shall be issued in fully registered, certificated form, bearing identical termsglobal form (the "Global Note") registered in the name of The Depository Trust Company or its nominee or such other depositary as any officer of the Company may from time to time designate. Principal of and premium, if any, and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, registrable and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, provisions at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office of the Trusteeas described below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to payment. No service charge shall Every Global Note will provide that interest, if any, payable on any Interest Payment Date will be made paid to the applicable Depositary, for any registration the purpose of transfer or exchange permitting such Depositary to credit the interest received by it in respect of such Global Note to the accounts of the beneficial owners thereof. The Company hereby designates the Borough of Manhattan, The City of New York as the place of payment ("Place of Payment") for the Senior Notes, but and the office or agency maintained by the Company may require payment from in such Place of Payment for the holder purposes contemplated by this Section 2.3 shall initially be the Corporate Trust Office of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewiththe Trustee. The Security Registrar Registrar, transfer agent and Paying Agent for the Senior Notes shall initially be the TrusteeFirst Union National Bank. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue . One or more global Senior Notes in any such denominations if requested principal amount equal to the aggregate principal amount of all outstanding Senior Notes ("Global Senior Notes") may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Purchase Contract Agent on behalf Company or to a nominee of any Holder or Beneficial Ownersuch successor Clearing Agency.

Form, Payment and Appointment. Except as provided in Section 2.042.07(d) of the Base Indenture, the Senior Notes will be issued only in book-entry form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust Company (and any successor organization thereto) (“DTC”) or its nominee. Principal or the redemption price, if any, of a Note shall be issued payable to the Person in fully registeredwhose name that Note is registered on the Maturity Date or Redemption Date, certificated formas the case may be, bearing identical terms. Principal provided that the redemption price, if any, principal of and interest on the Senior Notes represented by one or more Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payablepayable at the Place of Payment set forth below. The Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A, the transfer of such Senior Notes will be registrablewhich is incorporated herein and made a part hereof. The Security Registrar, Authenticating Agent, and such Senior Paying Agent for the Notes shall initially be the Trustee. The Company will appoint a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.05. The Place of Payment for the Notes shall be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the an office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New Yorkpurpose, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall will be issuable issued and may be transferred only in minimum denominations of $1,000 and or any amount in excess thereof that is an integral multiples multiple of $1,000 in excess thereof; provided, however, that upon 1,000. The Company will pay principal of and interest on the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial OwnerU.S. Dollars.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Senior Notes corresponding to Applicable Ownership Interests in Senior Notes that are components of Corporate Units shall be registered in the name of the Purchase Contract Agent. Principal of of, and interest on on, the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to paymentpayment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with respect to any Global Senior Note will be made by wire transfer to the Depositary. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent and the Debt Security registrar for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Fundamental Change Early Settlement, (iv) Early Settlement with separate cash or (v) Cash Settlement, in accordance with Section 3.13, Section 5.02(b5.02, Section 5.03(b), Section 5.045.05(b), Section 5.07 5.08 or Section 5.02(a5.03(a) of the Purchase Contract and Pledge Agreement, as the case may be), the Senior Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any Holder or Beneficial Owner.

Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount in denominations of $1,000 (unless Notes have previously been issued in denominations of $50 and integral multiples thereof, in which case Notes will be exchangeable for a like aggregate principal amount in denominations of $50 and integral multiples of $50) and integral multiples of $1,000 bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the corporate trust office Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the holder Holder at such address as shall appear in the Security register Register or by wire transfer to an account appropriately designated by the holder Holder entitled to payment. No service charge shall be made for any registration of transfer or exchange of the Senior Notes, but the Company may require payment from the holder Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Security Registrar and Paying Agent for the Senior Notes shall initially be the Trustee. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than any release of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes in connection with (i) the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Fundamental Change Early Settlement, or (iv) Early Settlement or (v) Cash Settlement, in accordance with Section Sections 3.13, Section 5.02(b)5.02, Section 5.04, Section 5.04(b)(ii) and 5.07 or Section 5.02(a) of the Purchase Contract and Pledge Agreement, respectively, and as the case may besuch terms are defined therein), the Senior Notes shall be issuable in denominations of $25 50 and integral multiples of $25 50. Each Applicable Ownership Interest in excess thereofa Note held as a component of a Corporate Unit represents an undivided ownership interest of 1/20, and the Company shall issue Senior Notes in any such denominations if requested by the Purchase Contract Agent on behalf or 5%, of any Holder or Beneficial Owner$1,000 principal amount of Notes.