Common use of VERSION Clause in Contracts

VERSION. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State. All terms used in this Note without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and be governing. [Signature Page to 8.00% Senior Note due 2019]

VERSION. As provided To the extent permitted by law, the Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder participating in the Indenture registration and subject to certain limitations set forth therein any underwriter for such Holder, and in this Noteeach person, the transfer of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office if any, who controls such Holder or agency of the Company maintained for that purpose such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, settlement effected with the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee ’s consent) to which such Holder or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Company may be discharged from its obligations with respect to registration statement or included in the Notes (subject to certain exceptions) prospectus, as amended or supplemented, or (ii) the Company may omission or alleged omission to state therein a material fact required to be released from its obligations under specified covenants and agreements stated therein or necessary to make the statements therein, in the Indenturelight of the circumstances in which they are made, not misleading, and the Company will reimburse such Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in each connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, however, that the foregoing indemnity agreement with respect to any prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company irrevocably deposits with shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such person, if required by law so to have been delivered, at or prior to the Trustee money written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or U.S. Government Obligationssupplemented) would have cured the defect giving rise to such loss, claim, damage or a combination thereofliability, provided, further, that the indemnity agreement contained in an amount sufficient, without consideration this subsection 6.1 shall not apply to amounts paid in settlement of any reinvestmentsuch claim, to pay loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and discharge effect regardless of any investigation made by or on behalf of the entire indebtedness on all Notes Holder, the underwriter or any controlling person of this seriesthe selling Holder or the underwriter, and satisfies certain other conditions, all as more fully provided regardless of any sale in connection with such offering by the IndentureHolder. This Note Such indemnity shall be governed survive the transfer of securities by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State. All terms used in this Note without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and be governing. [Signature Page to 8.00% Senior Note due 2019]Holder.

VERSION. As shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) specifying the Indenture action to be taken and subject (b) be indemnified to certain limitations set forth therein its satisfaction by the Lenders against any and in this Note, the transfer of this Note all liability and expenses which may be registered incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto shall be binding on the Security register upon surrender of this Note for registration of transfer at the office or agency all of the Company maintained for that purpose in any place where Lenders. If a Default has occurred and is continuing, then the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering the same. No service charge Administrative Agent shall be made for any take 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations action with respect to such Default as shall be directed by the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements requisite Lenders in the Indenturewritten instructions (with indemnities) described in this Section 10.03, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in each case if the Company irrevocably deposits best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, neither the Arrangers, the Syndication Agent nor either Co-Documentation Agent shall have any obligation to perform any act in respect thereof. No Agent shall be liable for any action taken or not taken by it with the Trustee money consent or U.S. Government Obligations, at the request of the Majority Lenders or a combination thereof, the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this seriesSection 11.02), and satisfies certain other conditions, all as more fully provided in the Indenture. This Note otherwise no Agent shall be governed liable for any action taken or not taken by and construed it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in accordance with the laws of the State of New York applicable to agreements made connection herewith or instruments entered into andtherewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, in each case, performed in said State. All terms used in this Note without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with except for its own gross negligence or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and be governing. [Signature Page to 8.00% Senior Note due 2019]willful misconduct.

VERSION. As provided in the Indenture and subject Subject to certain limitations set forth therein and in this Noteconditions, the transfer Company at any time may terminate some or all of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants the Notes and agreements in the Indenture, in each case Indenture if the Company irrevocably deposits with the Trustee money or U.S. Government ObligationsObligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity Date. If money for the payment of principal or a combination thereofinterest remains unclaimed for two years, in the Trustee or Paying Agent shall pay the money back to the Company at its request unless an amount sufficientabandoned property law designates another Person. After any such payment, without consideration Holders entitled to the money must look only to the Company and not to the Trustee for payment. No reference herein to the Indenture and no provision of any reinvestmentthis Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and discharge premium, if any, and interest on this Note at the entire indebtedness on place, at the respective times, at the rate, and in the coin or currency herein prescribed. No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all Notes such liability. The waiver and release are part of the consideration for the issue of this series, and satisfies certain other conditions, all as more fully provided in the IndentureNote. This Note and the Indenture shall be governed by and construed in accordance with the laws law of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said Statestate. All terms used in Ownership of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note. Terms used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To Unless the extent any provision Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee's authenticating agent, this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of shall not be entitled to any benefit under the Indenture shall control and or be governing. [Signature Page to 8.00% Senior Note due 2019]valid or obligatory for any purpose.

VERSION. As provided in the Indenture and subject Subject to certain limitations set forth therein and in this Noteconditions, the transfer Company at any time may terminate some or all of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants the Notes and agreements in the Indenture, in each case Indenture if the Company irrevocably deposits with the Trustee money or U.S. Government ObligationsObligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity Date. If money for the payment of principal or a combination thereofinterest remains unclaimed for two years, in the Trustee or Paying Agent shall pay the money back to the Company at its request unless an amount sufficientabandoned property law designates another Person. After any such payment, without consideration Holders entitled to the money must look only to the Company and not to the Trustee for payment. No reference herein to the Indenture and no provision of any reinvestmentthis Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and discharge premium, if any, and interest on this Note at the entire indebtedness on place, at the respective times, at the rate, and in the coin or currency herein prescribed. No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all Notes such liability. The waiver and release are part of the consideration for the issue of this series, and satisfies certain other conditions, all as more fully provided in the IndentureNote. This Note and the Indenture shall be governed by and construed in accordance with the laws law of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said Statestate. All terms used in Ownership of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note. Terms used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To Unless the extent any provision Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee's authenticating agent, this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of shall not be entitled to any benefit under the Indenture shall control and or be governingvalid or obligatory for any purpose. [Signature Page to 8.00% Senior Note due 2019]EXECUTION VERSION

VERSION. As provided Indemnitor hereby acknowledges and agrees that the provisions of this Agreement shall supersede any provisions in the Indenture Loan Documents which in any way limit the liability of Indemnitor (including those contained in Article 12 of the Loan Agreement), and subject that Indemnitor shall be personally liable for any and all obligations arising under this Agreement even if the amount of liability incurred exceeds the amount of the Loan. Subject to certain limitations set forth therein Section 3.1 above and in the below provisions of this NoteSection 3.3, all of the representations, warranties, covenants and indemnities of this Agreement shall survive the repayment of the Notes and/or the release of the lien of the Mortgages from the Mortgaged Property and shall survive the transfer of this Note may be registered on any or all right, title and interest in and to the Security register upon surrender of this Note for registration of transfer at the office or agency Mortgaged Property by Borrowers to any party. Indemnitor hereby acknowledges and agrees that, notwithstanding anything contained in any of the Company maintained for that purpose in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice Loan Documents to the contrary, this Agreement and the obligations of Indemnitor under this Agreement shall not be secured by the Mortgages or any other Loan Documents or any other mortgage, deed of trust or other security document securing any obligations of Borrowers in connection with the Loan. The Indenture contains provisions whereby Notwithstanding the foregoing or anything contained in this Agreement or any other Loan Documents to the contrary, if, (ia) at any time after the Company may be discharged from its obligations third anniversary of repayment in full of the Debt, whether at maturity, as a result of acceleration, in connection with prepayment or otherwise, or (b) with respect to the Notes (subject to certain exceptions) or (ii) the Company may be any Project that is released from its obligations under specified covenants and agreements in the Indenture, in each case if lien of the Company irrevocably deposits with the Trustee money or U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. This Note shall be governed by and construed applicable Security Instrument in accordance with the laws terms of Section 2.18 of the State Loan Agreement, at any time after the third anniversary of New York the effective date of such release, Administrative Agent is provided with an updated Site Assessment of the related Project indicating, to Indemnitee’s reasonable satisfaction, that there are no Hazardous Materials located on, in, above or under such Project in violation of any applicable Environmental Laws, then the obligations and liabilities of Indemnitor under this Agreement shall cease and terminate with respect to agreements made or instruments entered into and, in each case, performed in said Statesuch Projects. All terms used in this Note without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with or is inconsistent with Notwithstanding the provisions of this Agreement to the Indenturecontrary, the provisions liabilities and obligations of Indemnitor hereunder shall not apply to the extent that such liabilities and obligations arose solely from Hazardous Substances that: (y) were not present on or a threat to any Project prior to the date that Administrative Agent, any Lender or its nominee or designee acquired title to such Project, or to the Pledged Interests of the Indenture shall control Indemnitor owning such Project, whether by foreclosure, exercise of power of sale or otherwise, and be governing. [Signature Page to 8.00% Senior Note due 2019](z) were not the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or contractors.

VERSION. As provided Holder, each person, if any, who controls the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the Holder’s consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Holder may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the Indenture and subject registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to certain limitations set forth state therein and a material fact required to be stated therein or necessary to make the statements therein, in this Note, the transfer of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office or agency light of the Company maintained for that purpose circumstances in any place where the principal of and interest on this Note are payablewhich they were made, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writingnot misleading, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, each such Holder will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, reimburse the Company, the Trustee each other Holder participating in such registration, any underwriter and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none each such controlling person of the Company, any underwriter or other Holder, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the Trustee extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such agent untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall be affected by notice not inure to the contrary. The Indenture contains provisions whereby benefit of (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or and (ii) any underwriter, if a copy of the Company may final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration deemed to relieve any underwriter of any reinvestmentof its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 6.2 shall not apply to pay and discharge amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. This Note shall be governed by and construed in accordance with the laws consent of the State Holders, as the case may be, which consent shall not be unreasonably withheld In no event shall the liability of New York applicable to agreements made or instruments entered into and, in each case, performed in said State. All terms used in this Note without definition that are defined in a Holder exceed the Indenture shall have gross proceeds from the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and be governing. [Signature Page to 8.00% Senior Note due 2019]offering received by such Holder.

VERSION. As provided in If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. No reference herein to the Indenture and subject to certain limitations set forth therein and in this Note, the transfer no provision of this Note may be registered on the Security register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place where Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note are payableat the place, duly endorsed byat the respective times, or accompanied by a written instrument of transfer in form satisfactory to at the Company and the Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form in the denominations of $25.00 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth in the Indenturerate, and in the coin or currency herein prescribed. No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such liability. The waiver and release are part of the Notes are exchangeable consideration for a like aggregate principal amount of Notes the issue of this series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the IndentureNote. This Note and the Indenture shall be governed by and construed in accordance with the laws law of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said Statestate. All terms used in Ownership of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note. Terms used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. To Unless the extent any provision Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee's authenticating agent, this Note conflicts with or is inconsistent with the provisions of the Indenture, the provisions of shall not be entitled to any benefit under the Indenture shall control and or be governing. [Signature Page to 8.00% Senior Note due 2019]valid or obligatory for any purpose.