procedures of the depositary and any limitations described in the prospectus supplement relating to the junior subordinated debt securities, determine not to have any junior subordinated debt
securities represented by one or more global junior subordinated debt securities. If that occurs, we will issue individual junior subordinated debt securities in exchange for the global junior subordinated debt security.
Further, we may specify that you may, on terms acceptable to us, the indenture trustee and the depositary, receive individual junior
subordinated debt securities in exchange for your beneficial interest in a global junior subordinated debt security, subject to any limitations described in the prospectus supplement relating to the junior subordinated debt securities. In that
instance, you will be entitled to physical delivery of individual junior subordinated debt securities equal in principal amount to that beneficial interest and to have the junior subordinated debt securities registered in your name. Unless we
otherwise specify, we will issue individual junior subordinated debt securities in denominations of $5,000 and integral multiples of $1,000.
Payment
and Paying Agents
Unless we state otherwise in the applicable prospectus supplement, we will pay principal of, premium, if any, and
interest on your junior subordinated debt securities at the office of the indenture trustee in The City of New York or at the office of any paying agent that we may designate.
Unless we state otherwise in the applicable prospectus supplement, we will pay any interest on junior subordinated debt securities to the
registered owner of the junior subordinated debt security at the close of business on the regular record date for the interest, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the
designation of any paying agent. We must maintain a paying agent in each place of payment for the junior subordinated debt securities.
Any moneys or U.S. government obligation (including the proceeds thereof and interest thereon) deposited with the indenture trustee or any
paying agent, or then held by us in trust, for the payment of the principal of, premium, if any, and interest on any junior subordinated debt security that remain unclaimed for two years after the principal, premium or interest has become due and
payable will, at our request, be repaid to us. After repayment to us, you are entitled to seek payment only from us as a general unsecured creditor.
Redemption
Unless we state otherwise in
the applicable prospectus supplement, junior subordinated debt securities will not be subject to any sinking fund.
Unless we state
otherwise in the applicable prospectus supplement, we may, at our option, redeem any series of junior subordinated debt securities after its issuance date in whole or in part at any time and from time to time. Unless otherwise specified in the
applicable prospectus supplement, we may redeem junior subordinated debt securities in denominations larger than $5,000 and in integral multiples of $1,000 thereafter.
Redemption Price
Except as we may otherwise specify in the applicable prospectus supplement, the redemption price for any junior subordinated debt security
which we redeem will equal 100% of the principal amount then outstanding plus any accrued and unpaid interest up to, but excluding, the redemption date.
Notice of Redemption
Except as we may otherwise specify in the applicable prospectus supplement, we will mail notice of any redemption of junior subordinated debt
securities at least 30 days but not more than 60 days before the redemption date to the registered holders of the junior subordinated debt securities at their addresses as shown on the security register. Unless we default in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the junior subordinated debt securities or the portions called for redemption.
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