Common use of Special Redemptions Clause in Contracts

Special Redemptions. (a) If the related Terms Indenture provides for Payment Dates in respect of any Series to occur less frequently than every month, and if the Indenture Trustee or other specified Person determines (based on the assumptions, if any, and as a result of the particular circumstances, if any, specified in the related Terms Indenture and after giving effect to the amounts, if any, available to be withdrawn under any form of Enhancement for such Series) that the amount anticipated to be on deposit in the related Bond Account and available to make payments on the Bonds of such Series on the next succeeding Payment Date or other date specified in the related Terms Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, to the extent and subject to the conditions specified in the related Terms Indenture, the Bonds of any Class of such Series may be subject to special redemption, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations contemplated by Section 10.04(a) and specified in the related Terms Indenture are made, (ii) the other requirements of this Article X are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) Unless otherwise stated in the related Terms Indenture, the Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 will be equal to 100% of the outstanding Principal Amount of such Bond or portion thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption prior to the first Payment Date for such Series) through the Designated Interest Accrual Date for the Special Redemption Date.

Special Redemptions. If a Change in Ownership Triggering Event has occurred or the Corporation obtains knowledge that a Change in Ownership Triggering Event is likely to occur, the Corporation shall give prompt written notice of such Change in Ownership Triggering Event describing in reasonable detail the material terms and date of consummation thereof to each holder of Series A Preferred Stock, provided that: (i) at any time prior to an initial Public Offering such notice shall be given at least five days prior to the occurrence of such Change in Ownership Triggering Event and (ii) at any time after an initial Public Offering such notice shall be given within ten days after the occurrence of such Change in Ownership Triggering Event. The holders of the Series A Preferred Stock then outstanding may require the Corporation to redeem all or any portion of the Series A Preferred Stock owned by such holders at a price per Class A Preferred Share (payable from funds legally available therefor after Satisfaction of the Specified Credit Obligations) equal to the Redemption Price by giving written notice to the Corporation of such election prior to the later of: (a) If 21 days after receipt of the related Terms Indenture provides for Payment Dates Corporation's notice and (b) five days prior to the consummation of the Change in respect Ownership Triggering Event (the "Expiration Date"). Upon receipt of any Series such election(s), the Corporation shall be obligated to occur less frequently than every month, and if redeem the Indenture Trustee or other aggregate number of Class A Preferred Shares specified Person determines (based therein on the assumptionslater of: (a) the Business Day upon which the Change in Ownership Triggering Event occurs or (b) the fifth Business Day after the Corporation's receipt of such election(s) (the later of such dates being referred to herein as the "Change in Ownership Redemption Date"); provided, if anyhowever, and as a result of the particular circumstances, if any, specified in the related Terms Indenture and after giving effect to the amounts, if any, available to be withdrawn under any form of Enhancement for such Series) that the amount anticipated Corporation shall not be obligated to be on deposit in the related Bond Account and available to make payments on the Bonds of consummate such Series on the next succeeding Payment Date or other date specified in the related Terms Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, redemption except to the extent and subject that funds of the Corporation are legally available for such purpose after Satisfaction of the Specified Credit Obligations. If any proposed Change in Ownership Triggering Event does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series A Preferred Stock may rescind such holder's request for redemption by delivering written notice thereof to the conditions specified Corporation prior to the consummation of the transaction. The Company will give prompt notice to all holders of Class A Preferred Shares of any material change in the related Terms Indentureterms or timing of any proposed Change in Ownership Triggering Event. In the event of any such automatic or volitional rescission, the Bonds of any Class of such Series may be subject to special redemption, increase in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations dividend rate contemplated by Section 10.04(a2A(ii) and specified in shall not apply to any Series A Preferred Shares the related Terms Indenture are made, (ii) the other requirements of this Article X are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) Unless otherwise stated in the related Terms Indenture, the Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 will be equal to 100% of the outstanding Principal Amount subject of such Bond or portion thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption prior to the first Payment Date for such Series) through the Designated Interest Accrual Date for the Special Redemption Daterescission.

Special Redemptions. (a) If the related Terms Indenture provides for Payment Dates in respect of any Series to occur Date occurs less frequently than every month, and if the Indenture Trustee or other specified Person determines (based on the assumptions, if any, and as a result of the particular circumstances, if any, specified in the related Terms Indenture and after giving effect to the amounts, if any, available to be withdrawn under any form of Enhancement for such Series) that the amount anticipated to be on deposit in the related Bond Account and available to make payments on the Bonds of such Series on the next succeeding Payment Date or other date specified in the related Terms Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, to the extent and subject to the conditions specified in the related Terms Indenture, the Bonds of any Class of such Series may be subject to special redemption, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a the Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations contemplated by Section 10.04(a11.04(a) and specified in the related Terms Indenture are made, (ii) the other requirements of this Article X XI are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) Unless otherwise stated in the related Terms Indenture, the The Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 11.04 will be equal to 100% of the outstanding Principal Amount of such Bond or portion thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption prior to the first Payment Date for such SeriesDate) through the Designated Interest Accrual Date for the Special Redemption Date.

Special Redemptions. (ai) If a Change in Ownership has occurred or the related Terms Indenture provides for Payment Dates LLC obtains knowledge that a Change in respect Ownership is proposed to occur, the LLC shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each Unitholder of Class A Preferred Units. In any event such notice shall not be given later than five (5) days after the occurrence of such Change in Ownership, and the LLC shall give each Unitholder of Class A Preferred Units prompt written notice of any Series material change in the terms or timing of such transaction. The Unitholders owning a majority of the Class A Preferred Units then outstanding may require the LLC to occur less frequently than every monthredeem all or any portion of the Class A Preferred Units owned by such Unitholders at a price per Class A Preferred Unit equal to the Liquidation Value thereof by giving written notice to the LLC of such election prior to the later of (i) twenty-one (21) days after receipt of the LLC's notice or (ii) five (5) days prior to the consummation of the Change in Ownership (the "Expiration Date"). The LLC shall give prompt written notice of any such election to all other Unitholders owning Class A Preferred Units within five (5) days after the receipt thereof, and if each such Unitholder shall have until the Indenture Trustee later of (A) the Expiration Date or other (B) ten (10) days after receipt of such second notice to request redemption hereunder (by giving written notice to the LLC) of all or any portion of the Class A Preferred Units owned by such Unitholder. Upon receipt of such election(s), the LLC shall be obligated to redeem the aggregate number of Class A Preferred Units specified Person determines (based therein on the assumptions, if any, and as a result later of the particular circumstances, if any, specified in the related Terms Indenture and after giving effect to the amounts, if any, available to be withdrawn under any form of Enhancement for such Series) that the amount anticipated to be on deposit in the related Bond Account and available to make payments on the Bonds of such Series on the next succeeding Payment Date or other date specified in the related Terms Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, to the extent and subject to the conditions specified in the related Terms Indenture, the Bonds of any Class of such Series may be subject to special redemption, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations contemplated by Section 10.04(a) and specified occurrence of the Change in the related Terms Indenture are made, Ownership or (ii) five (5) days after the other requirements LLC's receipt of this Article X are complied with and (iii) no more than one Special Redemption Date such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be scheduled automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any calendar monthUnitholder of Class A Preferred Units may rescind such Unitholder's request for redemption by delivering written notice thereof to the LLC prior to the consummation of the transaction. (cii) Unless otherwise stated in the related Terms IndentureIf a Fundamental Change is proposed to occur, the Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 will be equal to 100% of the outstanding Principal Amount LLC shall give written notice of such Bond or portion Fundamental Change describing in reasonable detail the material terms and date of consummation thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date each Unitholder of Class A Preferred Units not more than forty-five (or from the Accrual Date in the case of a special redemption 45) days nor less than twenty (20) days prior to the first Payment Date consummation of such Fundamental Change, and the LLC shall give each Unitholder of Class A Preferred Units prompt written notice of any material change in the terms or timing of such transaction. The Unitholders owning of a majority of the Class A Preferred Units then outstanding may require the LLC to redeem all or any portion of the Class A Preferred Units owned by such Unitholders at a price per Class Preferred Unit equal to the Liquidation Value thereof by giving written notice to the LLC of such election prior to the later of (i) ten (10) days prior to the consummation of the Fundamental Change or (ii) ten (10) days after receipt of notice from the LLC. The LLC shall give prompt written notice of such election to all other Unitholders of Class A Preferred Units (but in any event within five (5) days prior to the consummation of the Fundamental Change), and each such Unitholder shall have until two (2) days after the receipt of such notice to request redemption (by written notice given to the LLC) of all or any portion of the Class A Preferred Units owned by such Unitholder. Upon receipt of such election(s), the LLC shall be obligated to redeem the aggregate number of Class A Preferred Units specified therein upon the consummation of such Fundamental Change. If any proposed Fundamental Change does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any Unitholder of Class A Preferred Units may rescind such Series) through Unitholder's request for redemption by delivering written notice thereof to the Designated Interest Accrual Date for LLC prior to the Special Redemption Dateconsummation of the transaction.

Special Redemptions. In accordance with the provisions of Section 6.07 of the Original Indenture, in the event that either (ai) If all or substantially all the related Terms Indenture provides for Payment Dates in respect property of any Series the Company at the time subject to occur less frequently than every month, and if the lien of the Indenture Trustee or other specified Person determines (based on the assumptions, if any, and as a result first mortgage lien thereon or (ii) all or substantially all of the particular circumstances, if any, specified in property of the related Terms Indenture and after giving effect Company at the time subject to the amountslien of the indenture as a first mortgage lien thereon that is used or useful in connection with the business of the Company as a water company or as a water utility shall be released from the lien of the Indenture under the provisions of Section 6.03 or Section 6.06 of the Original Indenture, if any, available to be withdrawn under any form then all of Enhancement for such Series) that the amount anticipated to be on deposit in the related Bond Account and available to make payments on Bonds then outstanding including the Bonds of Series O are to be redeemed. In the event such Series on release shall be under the next succeeding Payment Date or other date specified in provisions of Section 6.03 of the related Terms Original Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, O shall be redeemable at a redemption price equal to the extent principal amount thereof, together with the Make-Whole Amount determined as provided above and interest accrued to the date fixed for redemption. In the event such release shall be under the provisions of Section 6.06 of the Original Indenture, the Bonds of Series O shall be redeemable at the principal amount thereof, together with interest accrued to the date fixed for redemption. Except for a redemption resulting from a release under the provisions of Section 6.06 of the Original Indenture as described in the immediately preceding paragraph, any redemption of the Bonds of Series O required under the Indenture shall be at a redemption price equal to the principal amount thereof to be redeemed, together with interest accrued thereon to the date fixed for redemption plus a premium equal to the Make-Whole Amount determined (as provided above) two (2) Business Days prior to the date fixed for redemption. The Company will furnish notice to the Trustee and to each holder of the Bonds of Series O in the same manner set forth above in the case of an optional redemption of Bonds of Series O. The principal of the Bonds of Series O may be declared or may become due prior to their maturity dates, in the manner and with the effect and subject to the conditions specified provided in the related Terms IndentureOriginal Indenture upon the occurrence of an Event of Default as in the Original Indenture provided, and upon the principal of the Bonds of any Class of such Series may be subject to special redemptionO becoming so due, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a Payment Date does not also occur. (b) There premium shall be no limit upon payable to the number holder of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long of Series O as (i) the requisite determinations contemplated by Section 10.04(a) and specified in the related Terms Indenture are made, (ii) the other requirements of this Article X are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) Unless otherwise stated in the related Terms Indenture, the Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 will be liquidated damages equal to 100% the Make-Whole Amount determined as set forth above as if the Bonds of Series O were being redeemed on the date the principal of the outstanding Principal Amount Bonds of such Bond or portion thereof to be Series O shall become so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption prior to the first Payment Date for such Series) through the Designated Interest Accrual Date for the Special Redemption Datedue.

Special Redemptions. (i) If a Change in Ownership has occurred or the Company obtains knowledge that a Change in Ownership is proposed to occur, the Company shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each holder of Series A Preferred and each holder of Series B Preferred, but in any event such notice shall not be given later than five days after the occurrence of such Change in Ownership, and the Company shall give each holder of Series A Preferred and each holder of Series B Preferred prompt written notice of any material change in the terms or timing of such transaction. Any holder of Series A Preferred or Series B Preferred may require the Company to redeem all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Company of such election prior to the later of (a) If the related Terms Indenture provides for Payment Dates in respect of any Series to occur less frequently than every month, and if the Indenture Trustee or other specified Person determines (based on the assumptions, if any, and as a result 21 days after receipt of the particular circumstances, if any, specified in the related Terms Indenture Company's notice and after giving effect to the amounts, if any, available to be withdrawn under any form of Enhancement for such Series) that the amount anticipated to be on deposit in the related Bond Account and available to make payments on the Bonds of such Series on the next succeeding Payment Date or other date specified in the related Terms Indenture, shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds of such Series on such date, then, to the extent and subject to the conditions specified in the related Terms Indenture, the Bonds of any Class of such Series may be subject to special redemption, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which a Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations contemplated by Section 10.04(a) and specified in the related Terms Indenture are made, (ii) the other requirements of this Article X are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) Unless otherwise stated in the related Terms Indenture, the Special Redemption Price for any Bond of a Series to be redeemed in connection with a special redemption pursuant to this Section 10.04 will be equal to 100% of the outstanding Principal Amount of such Bond or portion thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption 5 days prior to the first Payment consummation of the Change in Ownership (the "Expiration Date"). The Company shall give prompt written notice of any such election to all other holders of Series A Preferred and holders of Series B Preferred within 5 days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) 10 days after receipt of such second notice to request redemption hereunder (by giving written notice to the Company) of all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder. Upon receipt of such election(s), the Company shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change in Ownership or (b) five days after the Company's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series A Preferred and/or Series B Preferred may rescind such Series) through holder's request for redemption by giving written notice of such rescission to the Designated Interest Accrual Date for the Special Redemption DateCompany.