[Form of Reverse of Note]
This Note is one of a duly authorized issue of securities of the Company (herein called the Notes), issued and to be issued in one or more series under a Junior Subordinated Notes Indenture, dated as of March 27, 2019 (herein called the Base Indenture), as supplemented through a Third Supplemental Indenture, dated as of July 13, 2021 (herein called the Third Supplemental Indenture and, together with the Base Indenture, the Indenture), between the Company and U.S. Bank National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $200,000,000. The Company may at any time issue other debt securities under the Indenture. The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms (except for the issue date, issue price and, in some cases, the first interest accrual date and first interest payment date) as the Notes (except as otherwise provided in the Indenture) so that such additional securities shall be consolidated with the Notes, including for purposes of voting and redemption; provided, however, that the Company will use a separate CUSIP for any such additional securities that are not fungible with the original Notes for U.S. federal income tax purposes. Any such additional securities shall, together with the outstanding Notes, constitute a single series of debt securities under the Indenture.
At any time and from time to time on or after September 30, 2026, the Notes will be subject to redemption at the option of the Company in whole or in part upon not less than 10 nor more than 60 days notice, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest (including any Additional Interest) on the Notes being redeemed to, but excluding, the Redemption Date.
At any time prior to September 30, 2026, the Company may redeem the Notes, in whole but not in part, upon not less than 10 nor more than 60 days notice following the occurrence of a Tax Event, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued but unpaid interest (including any Additional Interest) to, but excluding, the Redemption Date.
At any time prior to September 30, 2026, the Company may redeem the Notes, in whole but not in part, upon not less than 10 nor more than 60 days notice, given within the 90 days after the occurrence of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount to be redeemed plus any accrued but unpaid interest (including any Additional Interest) to, but excluding, the Redemption Date.
The Indenture contains provisions for defeasance at any time of all payment and other obligations under the Indenture and certain restrictive covenants in the Indenture, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes occurs, the principal of the Notes and accrued and unpaid interest (including Additional Interest) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder of the Notes, become immediately due and payable as provided in the Indenture. For the avoidance of doubt, Holders of Notes shall have no right to declare the principal of the Notes to be due and payable immediately, and there shall be no right of acceleration of principal and accrued but unpaid interest (including Additional Interest) on the Notes in the case of any Default.