Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes: (a) in whole or in part on one or more occasions at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date; (b) in whole, but not in part, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after the occurrence of a Tax Event; and (c) in whole, but not in part, at a redemption price equal to 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after the occurrence of a Rating Agency Event. The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculation.

Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes: (a) in whole or in part on one or more occasions at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in during the period commencing on the date falling that is 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date; (b) in whole, but not in part, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within by a date no later than 120 days after following the occurrence of a Tax Event; and (c) in whole, but not in part, at a redemption price equal to 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within by a date no later than 120 days after following the occurrence of a Rating Agency Event. The applicable Unless the Company defaults in the payment of the redemption price shall be paid prior to 2:30 p.m., New York City timeor the proposed redemption is canceled in accordance with the provisions of Section 3.2(c) below, on and after the redemption date of such interest will cease to accrue on the notes, or portions thereof, called for redemption, provided that the . The Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will shall not be responsible for such calculationcharged with knowledge of whether a Rating Agency Event has occurred.

Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes: (a) in whole or in part on one or more occasions at a redemption price equal to 100% of the principal amount being redeemedany time before January 30, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date; (b) in whole, but not in part2015, at a redemption price equal to 100% of the principal amount being redeemedMake-Whole Amount, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, ; (b) in whole or in part at any time within 120 days after before January 30, 2015, if a Rating Agency Event occurs, at a redemption price equal to the occurrence of a Tax Event; andRating Agency Event Make-Whole Amount, plus accrued and unpaid interest through, but not including, the redemption date; (c) in whole, but not in part, at any time before January 30, 2015, upon the occurrence of a Tax Event, at a redemption price equal to 102100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, ; and (d) in whole or in part at any time within 120 days on or after January 30, 2015, at a redemption price equal to 100% of the occurrence outstanding principal amount of a Rating Agency Eventthe Junior Subordinated Notes being redeemed, plus accrued and unpaid interest through, but not including, the redemption date. The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 11:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, will notify the Series Trustee of the amount of any applicable redemption price Make-Whole Amount or Rating Agency Event Make-Whole Amount promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculation.

Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes: (a) in whole or in part on one or more occasions on or after July 30, 2021 at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Datedate; (b) in whole, but not in part, at any time before July 30, 2021 at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, at any time within 120 days after upon the occurrence of a Tax Event; and (c) in whole, but not in part, on one or more occasions before July 30, 2021 at a redemption price equal to 102% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, at any time within 120 90 days after the conclusion of any review or appeal process instituted by the Company following the occurrence and continuation of a Rating Agency Event. The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculation.

Optional Redemption by Company. The Company shall have the option to redeem the Junior Subordinated Notes: (a) in whole or in part on one or more occasions before October 1, 2024 if a Rating Agency Event occurs, at a redemption price equal to 100102% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Datedate; (b) in whole, but not in part, at any time before October 1, 2024 upon the occurrence of a Tax Event, at a redemption price equal to 100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, at any time within 120 days after the occurrence of a Tax Event; and (c) in wholewhole or in part on one or more occasions on or after October 1, but not in part, 2024 at a redemption price equal to 102100% of the outstanding principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest tothrough, but excludingnot including, the redemption date, at any time within 120 days after the occurrence of a Rating Agency Event. The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculation.

Optional Redemption by Company. (a) The Company shall have the option right to redeem each series of the Junior Subordinated Notes: (a) , at any time in whole or from time to time in part on one or more occasions part, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount being of the Notes (or portions thereof) to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date; (b) in whole, but not in part, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date, at any time within 120 days after the occurrence of a Tax Event; and (cii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of principal and interest in whole, but not in partrespect of the Notes to be redeemed (exclusive of interest accrued and unpaid as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a redemption price rate equal to 102% the Treasury Rate plus (x) 50 basis points in the case of the principal amount being redeemed2016 Notes, plus (y) 50 basis points in the case of the 2018 Notes and (z) 50 basis points in the case of the 2023 Notes, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. If the redemption date is after a record date and on or prior to a corresponding interest payment date, at any time within 120 days after the occurrence of a Rating Agency Event. The applicable redemption price shall interest will be paid prior to 2:30 p.m., New York City time, on the redemption date to the holder of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, record on the date such redemption price is to be paid. record date. (b) The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will shall not be responsible for the calculation of such calculationMake-Whole Redemption Price. The Company shall calculate such Make-Whole Redemption Price and promptly notify the Trustee in writing thereof.

Optional Redemption by Company. The Notes may not be redeemed by the Company shall have prior to January 29, 2025. On or after January 29, 2025 (180 days after August 2, 2024) (or, if additional notes are issued, beginning 180 days after the option issue date of such additional notes), and, prior to August 2, 2029 (one year prior to the Maturity Date (the “First Par Call Date”), the Company may redeem the Junior Subordinated Notes: (a) Notes at its option, in whole or in part on one or more occasions part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming that the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 0.300% less (ii) interest accrued to the Redemption Date; and (b) 100% of the principal amount being of the Notes to be redeemed, plus plus, in each case of (a) and (b), accrued and unpaid interest interest, if any, to, but excluding, the redemption date (i) on any day in Redemption Date of the period commencing on the date falling 90 days prior Notes to be redeemed. On the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Par Call Date, on any Interest Payment Date; (b) the Company may redeem the Notes, in whole, whole but not in part, at a redemption price Redemption Price equal to 100% of the aggregate principal amount being redeemedof the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption dateRedemption Date. On or after July 3, 2030 (the date that is 30 days prior to the Maturity Date), the Company may redeem the Notes, in whole or in part, at any time within 120 days after the occurrence of a Tax Event; and (c) in whole, but not in partand from time to time, at its option at a redemption price Redemption Price equal to 102100% of the aggregate principal amount of the Notes being redeemed, redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, at any time within 120 days after the occurrence of a Rating Agency Event. The applicable redemption price shall be paid prior to 2:30 p.m., New York City time, on the date of such redemption, provided that the Company shall deposit with the Series Trustee an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. The Company will, in an Officers’ Certificate, notify the Series Trustee of the amount of any applicable redemption price promptly after the calculation thereof, and the Series Trustee will not be responsible for such calculationRedemption Date.