Common use of Security Register Clause in Contracts

Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the series and amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes of a series are to be redeemed, the notice to the holders of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.

Security Register. Any If the Company shall give such notice, the Company shall also deliver a copy of such notice that to the Trustee at such time as it is mailed to Holders. Each notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the registered holder received the Holder receives such notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, by mail or any defect in the notice, notice to the Holder of any Note shall not affect the validity of the proceedings for the redemption repurchase of any other Note. Each Concurrently with the mailing of such notice, the Company shall issue a press release with the information contained in such notice, the form and content of which press release shall be determined by the Company in its sole discretion, and the Company shall also publicly announce such information and publish it on the Company’s web site. The failure to issue any such press release or any defect therein shall not affect the validity of such notice or any proceedings for the repurchase of redemption any Note which any Holder may elect to have the Company repurchase as provided in this Section 4.01. Each Fundamental Change Notice shall specify the series and amount of Notes to be redeemedcircumstances constituting the Fundamental Change, the date fixed for redemption and Fundamental Change Repurchase Date, the applicable Redemption Price price at which the Company shall be obligated to repurchase Notes, the Make Whole Premium, if any, that the Holder must exercise the repurchase right on or prior to the close of business on the Trading Day preceding the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”), that the Holder shall have the right to withdraw any Notes surrendered prior to be redeemed are to be redeemedthe Fundamental Change Expiration Time, and shall state that payment a description of the Redemption Price of procedure which a Note Holder must follow to exercise such Notes repurchase right and to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattanwithdraw any surrendered Notes, the City and State of New York, upon presentation and place or places where the Holder is to surrender of such Holder’s Notes, that the amount of interest accrued on each Note to the date fixed for redemption will be paid as specified in said notice and, that from Fundamental Change Repurchase Date and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note the CUSIP number or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes of a series are to be redeemed, the notice to the holders numbers of the Notes of that series to be redeemed (if then generally in whole or in part shall specify the particular Notes to be redeemeduse). In case any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion No failure of the principal amount thereof Company to be redeemed, give the foregoing notices and no defect therein shall state that on and after limit the redemption date, upon surrender Note Holders’ repurchase rights or affect the validity of such security, a new Note the proceedings for the repurchase of such series in principal amount equal the Notes pursuant to the unredeemed portion thereof will be issuedthis Section 4.01.

Security Register. Any notice that Notwithstanding the foregoing, so long as the holder of this Security is mailed the Property Trustee, the payment of the principal of (and premium, if any) and interest (including any overdue installment of interest and Additional Tax Sums, if any) on this Security will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Security is, to the extent provided in the manner herein provided Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be conclusively presumed bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to have been duly giventake such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the registered holder received Indenture or be valid or obligatory for any purpose. This Security is one of a duly authorized issue of securities of the noticeCompany (the "Securities") issued under the Junior Subordinated Indenture, dated as of March 31, 2005 (the "Indenture"), between the Company and Wilmington Trust Company, as Trustee (in such capacity, the "Trustee," which term includes any successor trustee under the Indenture), to which 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 Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. In All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 31, 2005 (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to SBCF Capital Trust I (the "Trust"), among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any caseInterest Payment Date, failure duly to give such at its option, upon not less than thirty (30) days' nor more than sixty (60) days' written notice to the holder Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any Note designated such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption redemption; provided, that the Company shall have received the prior approval of the Federal Reserve if then required. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days' nor more than sixty (60) days' written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole or but not in part, subject to the terms and conditions of Article XI of the Indenture at the Special Event Redemption Price; provided, that the Company shall have received the prior approval of the Federal Reserve if then required. In the event of redemption of this Security in part only, a new Security or any defect Securities for the unredeemed portion hereof will be issued in the notice, shall not affect the validity name of the proceedings for Holder hereof upon the redemption of any other Notecancellation hereof. Each such notice of redemption shall specify If less than all the series and amount of Notes Securities are to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes particular Securities to be redeemed are shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be redeemedconclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest, including any Additional Interest, on this Security at the times, place and rate, and shall state that payment in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Redemption Price Securities Register, upon surrender of such Notes to be redeemed will be made this Security for registration of transfer at the office or agency of the Issuer Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Borough Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of ManhattanSecurities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the City Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, upon presentation and surrender without reference to its conflict of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less laws provisions (other than all the Notes of a series are to be redeemed, the notice to the holders Section 5-1401 of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issuedGeneral Obligations Law).

Security Register. Any notice that Notwithstanding the foregoing, so long as the holder of this Security is mailed the Property Trustee, the payment of the principal of (and premium, if any) and interest (including any overdue installment of interest and Additional Tax Sums, if any) on this Security will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Security is, to the extent provided in the manner herein provided Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be conclusively presumed bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to have been duly giventake such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the registered holder received Indenture or be valid or obligatory for any purpose. This Security is one of a duly authorized issue of securities of the noticeCompany (the “Securities”) issued under the Junior Subordinated Indenture, dated as of May 4, 2005 (the “Indenture”), between the Company and Wilmington Trust Company, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which 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 Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. In All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of May 4, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to L▇▇▇▇▇ Capital Trust II (the “Trust”), among the Company, as Depositor, the trustees named therein and the holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any caseInterest Payment Date, failure duly to give such at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the holder Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after July 30, 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any Note designated such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption redemption. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole or but not in part, subject to the terms and conditions of Article XI of the Indenture at the Special Event Redemption Price. In the event of redemption of this Security in part only, a new Security or any defect Securities for the unredeemed portion hereof will be issued in the notice, shall not affect the validity name of the proceedings for Holder hereof upon the redemption of any other Notecancellation hereof. Each such notice of redemption shall specify If less than all the series and amount of Notes Securities are to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes particular Securities to be redeemed are shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be redeemedconclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and shall state that payment interest, including any Additional Interest, on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Security is registrable in the Redemption Price Securities Register, upon surrender of such Notes to be redeemed will be made this Security for registration of transfer at the office or agency of the Issuer Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Borough Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of ManhattanSecurities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the City Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, upon presentation and surrender without reference to its conflict of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less laws provisions (other than all the Notes of a series are to be redeemed, the notice to the holders Section 5-1401 of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issuedGeneral Obligations Law).