Notes, the principal of all of the Notes shall become due and payable, subject to the receipt of any and all required regulatory approvals. For purposes hereof, an Event of Default means:
(a) a court of competent jurisdiction shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or
(b) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or
(c) a court or administrative or governmental agency or body shall enter a decree or order for the appointment of a receiver of a Major Bank Subsidiary (as hereafter defined) or all or substantially all of its property in any liquidation, insolvency or similar proceeding with respect to such Major Bank Subsidiary or all or substantially all of its property; or
(d) a Major Bank Subsidiary shall consent to the appointment of a receiver for it or all or substantially all of its property in any liquidation, insolvency or similar proceeding with respect to it or all or substantially all of its property.
For purposes hereof, Major Bank Subsidiary means any subsidiary of the Company that is a major bank subsidiary as that term is used in SR 92-37 (FIS) promulgated by the Division of Banking Supervision and Regulation of the Federal Reserve, and as such term may subsequently be defined or interpreted in any rule, regulation, written interpretation or other public issuance of the Federal Reserve.
The Notes are issuable only in registered, certificated form without coupons and in minimum denominations of $100,000.00 (unless otherwise agreed to by the Company) and any multiple of $1,000.00 in excess thereof. Subject to the provisions hereof, upon due presentment for registration of transfer of any Note to the Company, the Company shall execute and register and make available for delivery in the name of the transferee or transferees a new Note for a like aggregate principal amount. All Notes presented for registration of transfer or for exchange or payment shall (if so required by the Company) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to, the Company duly executed by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith, provided that nothing shall preclude the Company from requiring the posting of a bond in connection with the replacement of a Note certificate which has been lost, destroyed or stolen.