Common use of Optional Redemption and Regulatory Event Redemption Clause in Contracts

Optional Redemption and Regulatory Event Redemption. (a) On at least 10 days but no more than 60 days prior written notice delivered to the Holders (which notice may be conditioned in our discretion on one or more conditions precedent, and the redemption date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied; provided, however, that if any condition precedent has not been satisfied, the Company shall provide written notice to the Trustee no fewer than two Business Days prior to the Redemption Date stating that such condition has not been satisfied, the notice of redemption is rescinded or delayed and the redemption shall not occur or shall be delayed), the Company may redeem the Notes in whole or in part, commencing (i) on the Reset Date, but not prior thereto (except upon the occurrence of the events described in Section 3.2 (b)), and on any interest payment date thereafter, or (ii) at any time during the three-month period prior to the Maturity Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. If fewer than all of the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected in accordance with 11.3 of the Base Indenture. (b) The Notes may not otherwise be redeemed prior to the Maturity Date, except that the Company may also, at its option, redeem the Notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, upon the occurrence of a Tax Event, Tier 2 Capital Event or a 1940 Act Event. (c) Prior to giving any notice to the Holders pursuant to Section 3.2(b), the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that (i) a Tax Event, Tier 2 Capital Event or a 1940 Act Event has occurred and (ii) the Company is entitled to redeem the Notes in accordance with Section 3.2(b), and the Trustee may conclusively rely on such Opinion of Counsel and Officers’ Certificate. (d) If the Company elects to have the Trustee deliver the notice of redemption on the Company’s behalf, then the Company shall have delivered to the Trustee no fewer than 15 days prior to the date such redemption notice is to be delivered (unless the Trustee agrees to a shorter period) an Officer’s Certificate providing such direction. Any partial redemption will be made in accordance with the DTC’s applicable procedures among all of the Holders. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. The Company shall calculate the redemption price as described in the terms of the Notes to be redeemed and will deliver an Officer’s Certificate to the Trustee setting forth the redemption price no later than two Business Days prior to the Redemption Date, and the Trustee will not be responsible for such calculation nor shall the Trustee have any duty to monitor the accuracy of any calculations made by the Company, which will be conclusive and binding on the Holders, absent manifest error. A replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to redemption or prepayment at the option of the Holders. (e) Under the Federal Reserve Board’s risk-based capital regulations in effect on the Issue Date, any redemption of the Notes will be subject to the prior approval of the Federal Reserve Board. In addition, prior to exercising the Company’s option to redeem any Notes, or immediately thereafter, the Company shall either replace the redeemed Notes with an equivalent amount of a financial instrument that meets the Federal Reserve Board’s regulatory capital criteria, or demonstrate to the satisfaction of the Federal Reserve Board that following redemption, the Company would continue to hold an amount of capital that is commensurate with its risk. (f) In addition to the Company’s right to redeem the Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise, subject to the prior approval of the Federal Reserve Board, to the extent such approval is then required.

Optional Redemption and Regulatory Event Redemption. (a) On The Company may, at least 10 days but no more than 60 days prior written notice delivered to the Holders (which notice may be conditioned in our discretion on one or more conditions precedentits option, and the redemption date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied; provided, however, that if any condition precedent has not been satisfied, the Company shall provide written notice to the Trustee no fewer than two Business Days prior to the Redemption Date stating that such condition has not been satisfied, the notice of redemption is rescinded or delayed and the redemption shall not occur or shall be delayed), the Company may redeem the Notes (i) in whole but not in part on the Reset Date or (ii) in whole or in part, commencing (i) on the Reset Date, but not prior thereto (except upon the occurrence of the events described in Section 3.2 (b)), and on any interest payment date thereafter, or (ii) part at any time during the three-month period three months prior to the Maturity Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. If fewer less than all of the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected in accordance with 11.3 Section 12.3 of the Base Indenture. (b) The Notes may not otherwise be redeemed prior to the Maturity Date, except that the Company may alsomay, at its option, redeem the Notes, in whole, whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus interest that is accrued and unpaid interest to, to but excluding, excluding the Redemption Date, upon the occurrence of a Tax Event, Tier 2 Capital Event or a 1940 Act Event. (c) Prior to giving any notice to the Holders pursuant to Section 3.2(b), the Company shall must deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that (i) a Tax Event, Tier 2 Capital Event or a 1940 Act Event has occurred and (ii) the Company is entitled to redeem the Notes in accordance with Section 3.2(b), and the Trustee may conclusively rely on upon which such Opinion of Counsel and Officers’ CertificateCertificate the Trustee may conclusively rely. (d) If the Company elects to have the Trustee deliver the notice Notice of redemption on the Company’s behalf, then the Company shall have delivered to the Trustee no fewer than 15 days prior to the date such redemption notice is to be delivered (unless the Trustee agrees to a shorter period) an Officer’s Certificate providing such direction. Any partial redemption will be made in accordance with the DTC’s applicable procedures among all of the Holders. If any Note is delivered to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. The Company shall calculate the redemption price as described in the terms of the Notes to be redeemed and will deliver an Officer’s Certificate to the Trustee setting forth the redemption price no later Holders at least 10 but not more than two Business Days prior to 60 days before the Redemption Date, and the Trustee will not be responsible for such calculation nor shall the Trustee have any duty to monitor the accuracy of any calculations made by the Company, which will be conclusive and binding on the Holders, absent manifest error. A replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to redemption or prepayment at the option of the Holders. (e) Under the Federal Reserve Board’s risk-based capital regulations in effect on the Issue Date, any Any redemption of the Notes will be subject to the prior approval of the Federal Reserve Board. In addition, prior to exercising the Company’s option to redeem any Notes, or immediately thereafter, the Company shall either replace the redeemed Notes with an equivalent amount of a financial instrument that meets the Federal Reserve Board’s regulatory capital criteria, or demonstrate to the satisfaction of the Federal Reserve Board extent that following redemption, the Company would continue to hold an amount of capital that such approval is commensurate with its riskthen required. (f) In addition to the Company’s right to redeem the Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise, subject to the prior approval of the Federal Reserve Board, to the extent such approval is then required.

Optional Redemption and Regulatory Event Redemption. (a) On at least 10 30 days but no more than 60 days prior written notice delivered to the Holders (which notice may be conditioned in our discretion on one or more conditions precedent, and the redemption date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied; provided, however, that if any condition precedent has not been satisfied, the Company shall provide written notice to the Trustee no fewer than two Business Days prior to the Redemption Date stating that such condition has not been satisfied, the notice of redemption is rescinded or delayed and the redemption shall not occur or shall be delayed)Holders, the Company may redeem the Notes in whole or in part, commencing (i) on the Reset Date, but not prior thereto (except upon the occurrence of the events described in Section 3.2 (b)), and on any interest payment date thereafter, or (ii) at any time during the three-month period prior to the Maturity Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. If fewer than all of the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected in accordance with 11.3 3.03 of the Base Indenture. (b) The Notes may not otherwise be redeemed prior to the Maturity Date, except that on at least 30 days but no more than 60 days prior written notice delivered to the Holders, the Company may also, at its optionoption and subject to any prior required approval of the Federal Reserve Board, redeem the Notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, upon within 90 days of the occurrence of a Tax Event, Tier 2 Capital Event or a 1940 Act Event. (c) Prior to giving any notice to the Holders pursuant to Section 3.2(b), the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that (i) a Tax Event, Tier 2 Capital Event or a 1940 Act Event has occurred and (ii) the Company is entitled to redeem the Notes in accordance with Section 3.2(b), and the Trustee may conclusively rely on such Opinion of Counsel and Officers’ Certificate. (d) If the Company elects to have the Trustee deliver the notice of redemption on the Company’s behalf, then the Company shall have delivered to the Trustee no fewer than 15 days prior to the date such redemption notice is to be delivered (unless the Trustee agrees to a shorter period) an Officer’s Certificate providing such directiondirection and setting forth the information to be stated in such notice as provided in Section 3.03 of the Base Indenture. Any partial redemption will be made in accordance with the DTC’s applicable procedures among all of the Holders. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. The Company shall calculate the redemption price as described in the terms of the Notes to be redeemed and will deliver an Officer’s Certificate to the Trustee setting forth the redemption price and showing the calculation of such in reasonable detail no later than two Business Days prior to the Redemption Date, and the Trustee will not be responsible for such calculation nor shall the Trustee have any duty to monitor the accuracy of any calculations made by the Company, which will be conclusive and binding on the Holders, absent manifest error. A replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to redemption or prepayment at the option of the Holders. (e) Under the Federal Reserve Board’s risk-based capital regulations in effect on the Issue Date, any Any redemption of the Notes will be subject to the prior approval of the Federal Reserve Board. In addition, prior to exercising the Company’s option to redeem any Notes, or immediately thereafter, the Company shall either replace the redeemed Notes Board in accordance with an equivalent amount of a financial instrument that meets the Federal Reserve Board’s regulatory risk-based capital criteria, or demonstrate to the satisfaction of the Federal Reserve Board that following redemption, the Company would continue to hold an amount of capital that is commensurate with its riskregulations. (f) In addition to the Company’s right to redeem the Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise, subject to the prior approval of the Federal Reserve Board, to the extent such approval is then required.