Common use of Form of Note Clause in Contracts

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company ("DTC") or a nominee of DTC. Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of DTC (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. THE COASTAL CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE The COASTAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on and to pay interest on said principal sum from , or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on , , and of each year, commencing , , at the rate of % per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance III, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property Trustee of Coastal Finance III. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Coastal Corp

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Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of BAC Capital Trust Company [ ] ("DTC") or a nominee of DTCthe “Trust”). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of BAC Capital Trust [ ], or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of DTC The Depository Trust Company, New York (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL ISIN No. No. I-R-1 BANK OF AMERICA CORPORATION [ ]% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL [ ] BANK OF AMERICA CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST [ ], or registered assigns, the principal sum of Dollars DOLLARS ($ ) on [ , ], (the “Maturity Date”), and to pay interest on said principal sum from [ , ] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 [January 15 and July 15] of each yearyear commencing January 15, commencing , [ ], at the rate of [ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance III, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property Trustee of Coastal Finance III. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.day

Appears in 1 contract

Samples: Bac Capital Trust Xii

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of BAC Capital Trust Company V ("DTC") or a nominee of DTCthe “Trust”). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of BAC Capital Trust V, or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of DTC The Depository Trust Company, New York (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL 000000XX0 ISIN No. US 060505AY04 No. V-R- BANK OF AMERICA CORPORATION 6% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL 0000 XXXX XX XXXXXXX CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST V, or registered assigns, the principal sum of Dollars DOLLARS ($ .00) on November 3, 2034, (the “Maturity Date”), and to pay interest on said principal sum from November 3, 2004 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on February 3, May 3, August 3 and November 3 of each yearyear commencing February 3, commencing , 2005, at the rate of 6% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE—which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.close of business on January 18, April 18, July 18 and October 18]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. As used herein, the term “Business Day” shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Indenture (Bank of America Corp /De/)

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of NB Capital Trust Company IV (the "DTCTrust") or a nominee of DTC). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of NB Capital Trust IV or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of DTC (55 Xxxxx The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx XxxxNew York, Xxx Xxxx) New York to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. The Bank of New York, as Property Trustee of NB Capital Trust IV or such other name as requested by an authorized representative of DTC The Bank of New York and any payment hereon is made to Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust IV, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust IV, has an interest herein.] NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ $_______________ CUSIP No. THE COASTAL 638585 __ __ No._____________ NATIONSBANK CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE The COASTAL NATIONSBANK CORPORATION, a Delaware North Carolina corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on April 15, 2027 (the "Maturity Date"), and to pay interest on said principal sum from April 22, 1997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on , , April 15 and October 15 of each yearyear commencing October 15, commencing , 1997, at the rate of 8 1/4% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.close of business on April 1 or October 1]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Nb Capital Trust Iv)

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of BAC Capital Trust Company III ("DTC") or a nominee of DTCthe “Trust”). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of BAC Capital Trust III, or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of DTC The Depository Trust Company, New York (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL 000000XX0 ISIN Xx. XX000000 Xx. X-X-0 XXXX XX XXXXXXX CORPORATION 7% SERIES A JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL 0000 XXXX XX XXXXXXX CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST III, or registered assigns, the principal sum of Dollars DOLLARS ($ ) on August 15, 2032, (the “Maturity Date”), and to pay interest on said principal sum from August 9, 2002 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on February 15, May 15, August 15 and November 15 of each yearyear commencing November 15, commencing , 2002, at the rate of 7% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. As used herein, the term “Business Day” shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Third Supplemental Indenture (Bank of America Corp /De/)

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company Bank of New York, the Property Trustee (the "DTCProperty Trustee") or a nominee of DTCBAC Capital Trust VII (the "Trust"). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than the Property Trustee, or its nominee, only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of DTC (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) the Property Trustee to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. the Property Trustee or such other name as requested by an authorized representative of DTC the Property Trustee (and any payment hereon is made to Cede & Co.the Property Trustee or such other entity as is requested by an authorized representative of the Property Trustee), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.the Property Trustee, has an interest herein.] No. $ THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. £ 876,500,000 CUSIP No. THE COASTAL ISIN No. No. VII-R-1 Common Code BANK OF AMERICA CORPORATION % 5¼% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL 0000 XXXX XX XXXXXXX CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST VII, or registered assigns, the principal sum of Dollars ____________________________________ POUNDS STERLING (£ __________) on August 10, 2035 (the "Maturity Date"), and to pay interest on said principal sum from August 10, 2005 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on , , February 10 and August 10 of each yearyear commencing February 10, commencing , 2006, at the rate of % 5¼% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of using a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis count fraction of the actual number of days elapsed in such 90-day quarterdivided by 365 or 366, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE - which shall be [insert date (to be selected by the Company) which is not less than close of business on January 15 days prior to each Interest Payment Date.and July 15]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debtspounds sterling; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee Trustee. As used herein, the term "Business Day" shall mean any weekday that (i) is not a legal holiday in New York, New York, Charlotte, North Carolina, or London, (ii) is not a day on which banking institutions in those cities are authorized or required by law or regulation to be closed and (iii) is a day on which the Trans European Automated Real-Time Gross Settlement Express Transfer ("TARGET") System or any successor system is open for business. If pounds sterling, or any successor currency of Coastal Finance IIIthe United Kingdom, are not available to the Company due to circumstances beyond the control of the Company (such as the imposition of exchange controls or a disruption in the currency markets), the Company is entitled to satisfy its obligations to make the payments on this Note in pounds sterling, or any successor currency, by instead making the payments in U.S. dollars on the basis of the exchange rate determined by the Exchange Rate Agent (as defined in the Indenture) in its sole discretion. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact or her attorney‑in‑fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Bank of America Corp /De/)

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of NB Capital Trust Company __ (the "DTCTrust") or a nominee of DTC). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of NB Capital Trust __ or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of DTC (55 Xxxxx The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx XxxxNew York, Xxx Xxxx) New York to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. The Bank of New York, as Property Trustee of NB Capital Trust __ or such other name as requested by an authorized representative of DTC The Bank of New York and any payment hereon is made to Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust __, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust __, has an interest herein.] NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL 638585 __ __ $--------------- No._____________ NATIONSBANK CORPORATION ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE The COASTAL ____ NATIONSBANK CORPORATION, a Delaware North Carolina corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on _________________, 20__ (the "Maturity Date"), and to pay interest on said principal sum from _____________, 19__, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on , , ____________ and ____________ of each yearyear commencing _____________, commencing , 19__, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.close of business on __________ or __________]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Supplemental Indenture (Nb Capital Trust V)

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Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of BAC Capital Trust Company [ ] ("DTC") or a nominee of DTCthe “Trust”). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York, as Property Trustee of BAC Capital Trust [ ], or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of DTC The Depository Trust Company, New York (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL ISIN No. No. I-R-1 BANK OF AMERICA CORPORATION [ ]% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL [ ] BANK OF AMERICA CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST [ ], or registered assigns, the principal sum of Dollars DOLLARS ($ ) on [ , ], (the “Maturity Date”), and to pay interest on said principal sum from [ , ] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 [January 15 and July 15] of each yearyear beginning January 15, commencing , [ ], at the rate of [ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance III, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property Trustee of Coastal Finance III. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.day

Appears in 1 contract

Samples: BAC Capital Trust XX

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company ("DTC") a Depositary or a nominee of DTCa Depositary. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by DTC the Depositary to a nominee of DTC the Depositary or by DTC or any such nominee to a successor depositary or a nominee of such successor depositarythe Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of DTC The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. No. $ CUSIP No. THE COASTAL ___________ NATIONSBANK CORPORATION ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE The COASTAL 2026 NATIONSBANK CORPORATION, a Delaware North Carolina corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on December __, 2026(the "Maturity Date"), and to pay interest on said principal sum from December __, 1996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing _______, commencing , 199_, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than close of business on March 15, June 15, September 15 days prior to each Interest Payment Date.or December 15]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Nb Capital Trust I

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York, as Property Trustee of NB Capital Trust Company ("DTC") or a nominee of DTCII. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York as Property Trustee of NB Capital Trust II or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of DTC (55 Xxxxx The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx XxxxNew York, Xxx Xxxx) New York to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. The Bank of New York, as Property Trustee of NB Capital Trust II or such other name as requested by an authorized representative of DTC The Bank of New York and any payment hereon is made to Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust II, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust II, has an interest herein.] No. $ CUSIP No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE COASTAL FEDERAL DEPOSIT INSURANCE CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE The COASTAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on and to pay interest on said principal sum from , or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on , , and of each year, commencing , , at the rate of % per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment DateOR ANY OTHER GOVERNMENTAL AGENCY.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance III, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property Trustee of Coastal Finance III. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Nb Capital Trust Ii

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Bank of New York Mellon Trust Company Company, N.A., as Property Trustee of RJF Capital Trust [ ] ("DTC") or a nominee of DTCthe “Trust”). Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in certificated formthe name of a person other than The Bank of New York Mellon Trust Company, N.A., as Property Trustee of RJF Capital Trust [ ], or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred registered except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of DTC The Depository Trust Company, New York (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Cede& Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF XXXXXXX XXXXX FINANCIAL, INC. AND IS NOT INSURED BY THE BY FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. THE COASTAL CORPORATION ISIN No No. I I-R-1 XXXXXXX XXXXX FINANCIAL, INC. [ ]% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE NOTES, DUE The COASTAL CORPORATION[ ] XXXXXXX XXXXX FINANCIAL, INC., a Delaware Florida corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS PROPERTY TRUSTEE OF RJF CAPITAL TRUST [ ], or registered assigns, the principal sum of Dollars DOLLARS ($ ) on [ , ], (the “Maturity Date”), and to pay interest on said principal sum from [ , ] or from the most recent interest payment date (each such date, an "Interest Payment Date"Date “) to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15[January 15 and July 15] of each yearyear beginning January 15, commencing , [ ], at the rate of [ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-360- day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the Regular Record Date regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which NOTE, the record date shall be the close of business on January 1, April 1, July 1 or October 1 [insert date (to be selected by the Company) which is not less than 15 days January 1 or July 1] prior to each Interest Payment Date.such payment dates]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of Coastal Finance IIITrustee, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by be designated by the Property Trustee of Coastal Finance IIITrustee. As used herein, the term “Business Day” shall mean any day other than a day on which federal or state banking institutions in New York, New York, or St. Petersburg, Florida, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture and the [ ] Supplemental Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-or her attorney- in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Indenture (RJF Capital Trust III)

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