Common use of Special Redemption Clause in Contracts

Special Redemption. At the sole option of the Partnership and provided that the holder of a Series 1 Preferred Unit has not given a Series 1 Preferred Unit Conversion Notice as set forth in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units of such holder, in whole or in part, at a price equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions shall include a partial distribution for the calendar quarter in which such redemption occurs equal to the product of (y) any distribution that would be payable to the holder of such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the Series 1 Preferred Unit Redemption Date) and (z) (I) the number of days commencing on the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any of the following events: (A) After the Series 1 Preferred Unit Issuance Date, the Partnership (1) incurs Indebtedness or any of its Subsidiaries incurs Indebtedness and (2) issues Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amounts, in whole or in part, to redeem and cancel such Series 1 Preferred Units; (B) A change occurs in the Code or Treasury Regulations resulting in a material, negative impact to the tax treatment to the Partnership of the Series 1 Preferred Units on the Series 1 Preferred Unit Issuance Date; or (C) A Rating Agency Event occurs.

Special Redemption. At If, at any time, a Partnership Event shall occur and be continuing, the sole option General Partner may dissolve Citizens Capital and, after satisfaction of creditors, either (i) upon receipt by the Company of a No Recognition Opinion with respect to the Convertible Debentures and delivery of such No Recognition Opinion to Citizens Capital, cause the Convertible Debentures held by the General Partner, having an aggregate stated principal amount equal to the aggregate stated liquidation preference of, with a distribution rate identical to the distribution rate of, and accrued and unpaid distributions equal to accrued and unpaid distributions on and having the same record date for payment as the Partnership Preferred Securities, to be distributed to the holders of the Partnership and provided that the holder of a Series 1 Preferred Unit has not given a Series 1 Preferred Unit Conversion Notice as set forth Securities, in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units liquidation of such holderholders' interests in Citizens Capital or (ii) in the event the Company cannot receive a No Recognition Opinion, at the direction of the Company, as Debenture Issuer, and following the redemption, in whole or in part, at a price equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions shall include a partial distribution for the calendar quarter in which such redemption occurs equal to the product of (y) any distribution that would be payable to the holder of such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the Series 1 Preferred Unit Redemption Date) and (z) (I) Convertible Debentures in the number of days commencing on manner set forth in the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any of the following events: (A) After the Series 1 Preferred Unit Issuance Date, the Partnership (1) incurs Indebtedness or any of its Subsidiaries incurs Indebtedness and (2) issues Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amountsIndenture redeem, in whole or in part, to redeem and cancel such Series 1 the Partnership Preferred Units; (B) A change occurs Securities in the Code manner set forth in this Agreement, provided that the General Partner is unable to avoid such Partnership Event by taking some ministerial action such as filing a form or Treasury Regulations resulting making an election or pursuing some other reasonable measure that, in a materialthe sole judgment of the General Partner, negative impact will have no adverse effect on Citizens Capital, the General Partner or the Holders, if any, of the Trust Securities and will involve no material cost ("Ministerial Action"). In the event that the General Partner undertakes the actions specified in item (i) of this paragraph, the Company, as Sponsor, may dissolve the Trust, if in existence, and thereby cause the Convertible Debentures to be distributed to the tax treatment Holders, if any, of the Trust Securities. In the event that (a) the Convertible Debentures are distributed in connection with a Partnership Event and (b) the Company, as Sponsor of the Trust, causes or has caused the Trust to be liquidated, the Company will use its best efforts to have the Convertible Debentures listed on the NYSE or, if the Trust Securities or the Partnership of Preferred Securities, as the Series 1 Preferred Units case may be, are not then listed on the Series 1 NYSE, such other exchange on which the Trust Securities or the Partnership Preferred Unit Issuance Date; or (C) A Rating Agency Event occursSecurities, as the case may be, may then be listed.

Special Redemption. At the sole option (a) In accordance with and for purposes of the Partnership and provided that the holder of a Series 1 Preferred Unit has not given a Series 1 Preferred Unit Conversion Notice as set forth in Section 4.13(c)(i)5.3(e) hereof, the Partnership may redeem and cancel the Series 1 Preferred Units of such holder2025E Bonds are subject to special redemption prior to maturity, in whole or in part, at any time on or before October 1, 2029 pursuant to an Authority Request filed with the Trustee stating that the Authority no longer reasonably expects to apply the amount to be transferred for the purposes stated in Section 5.3(b) hereof (or such later date as may be selected in accordance with Section 5.3(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, at a price Redemption Price equal to 100% of the Aggregate Principal Amount of the 2025E Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, from amounts transferred to the 2025 Series 1 Preferred Unit Price plus E Subaccount of the Class I Special Redemption Account from any accrued, accumulated and unpaid distributions unexpended proceeds of the 2025E Bonds in the Restricted Loan Subaccount. (such accrued, accumulated and unpaid distributions shall include a partial distribution for b) The 2025E Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the calendar quarter in which Trustee confirming that such redemption occurs equal to the product of (y) any distribution that would be payable to the holder of such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the Series 1 Preferred Unit Redemption Date) and (z) (I) the number of days commencing on the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any of the following events: (A) After the Series 1 Preferred Unit Issuance Date, the Partnership (1) incurs Indebtedness or any of its Subsidiaries incurs Indebtedness and (2) issues Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection is consistent with the issuance and sale thereof, most recently filed Cash Flow Statement (as defined in equal amountsthe Indenture), in whole or in part, at any time, upon notice as provided in Section 3.4 of this 2025 Series E Indenture, at a Redemption Price equal to redeem 100% of the Aggregate Principal Amount of the 2025E Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption from and cancel to the extent there are moneys and/or Investment Securities in the 2025 Series E subaccount of the Class I Special Redemption Account (other than as described in paragraph (a) above) and/or in the 2025 Series E subaccount of the Revenue Fund and available to be transferred to the 2025 Series E subaccount of the Class I Special Redemption Account on or before the day that notice of redemption is given pursuant to Section 3.4 hereof, but not including moneys or Investment Securities in such Series 1 Preferred Units;subaccounts from the proceeds of refunding bonds or from other moneys of the Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (Bc) A change occurs The 2025E Bonds are subject to special redemption prior to maturity, in whole or in part, upon notice as provided in Section 3.4 of this 2025 Series E Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2025E Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, if and to the extent that the ▇▇▇▇▇▇▇▇ Pointe Loan has not been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing), or earlier in the Code event of a Failed Conversion (as described in the Bond Loan Agreement). The Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, provided that the Borrower may be required at the direction of the Authority to deposit funds for the credit of the 2025 Series E subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2025E-1 Bonds to the extended special redemption date (the “Extension Deposit”). Extension Deposits may continue to be made by or Treasury Regulations on behalf of the Borrower until the Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in a materialthe special redemption, negative impact at the direction of the Authority, pursuant to Section 3.3(a) hereof; provided, however, the special redemption date may not be extended unless prior to any extension there shall be filed with the Trustee and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2025E-1 Bonds from gross income for federal income tax treatment to purposes. The cost of such opinion shall be the Partnership sole obligation and responsibility of the Series 1 Preferred Units on the Series 1 Preferred Unit Issuance Date; or (C) A Rating Agency Event occursBorrower.

Special Redemption. At the sole option of the Partnership and provided that the holder of The 2074 Bonds shall also be redeemable, as a Series 1 Preferred Unit has whole but not given a Series 1 Preferred Unit Conversion Notice as set forth in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units of such holder, in whole or in part, at 125% of the principal amount of the 2074 Bonds (the “Special Redemption Price”) in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a price first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption pursuant to this Section 4(e) hereof, the Company has agreed that before any such redemption date, the Company will deposit with the Trustee a sum of money equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions Special Redemption Price. Any notice of redemption pursuant to this Section 4(e) hereof shall include a partial distribution for the calendar quarter in which such redemption occurs equal be delivered or given not less than 30 nor more than 90 days prior to the product of (y) any distribution that would be payable redemption date to the holder holders of 2074 Bonds to be redeemed (which, as long as the 2074 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the redemption date on all or such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as portions of the Series 1 Preferred Unit Redemption Date) and 2074 Bonds so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the redemption date (z) (I) or a shorter period acceptable to the number of days commencing on Trustee). The Company will provide the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any Trustee a reasonably detailed computation of the following events: Special Redemption Price with such notice (A) After the Series 1 Preferred Unit Issuance Dateor, if not then known, the Partnership (1) incurs Indebtedness or any manner of its Subsidiaries incurs Indebtedness and (2) issues Unitscalculation, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held with the actual computation provided by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amounts, in whole or in part, to redeem and cancel such Series 1 Preferred Units; (B) A change occurs in the Code or Treasury Regulations resulting in a material, negative impact Company to the tax treatment to the Partnership of the Series 1 Preferred Units on the Series 1 Preferred Unit Issuance Date; or (C) A Rating Agency Event occursTrustee promptly following its computation).

Special Redemption. At the sole option of the Partnership and provided that the holder of The 2076 Bonds shall also be redeemable, as a Series 1 Preferred Unit has whole but not given a Series 1 Preferred Unit Conversion Notice as set forth in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units of such holder, in whole or in part, at 125% of the principal amount of the 2076 Bonds (the “Special Redemption Price”) in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a price first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption pursuant to this Section 4(e) hereof, the Company has agreed that before any such redemption date, the Company will deposit with the Trustee a sum of money equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions Special Redemption Price. Any notice of redemption pursuant to this Section 4(e) hereof shall include a partial distribution for the calendar quarter in which such redemption occurs equal be delivered or given not less than 30 nor more than 90 days prior to the product of (y) any distribution that would be payable redemption date to the holder holders of 2076 Bonds to be redeemed (which, as long as the 2076 Bonds are held in the book-entry only system, will be the Depositary, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the redemption date on all or such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as portions of the Series 1 Preferred Unit Redemption Date) and 2076 Bonds so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the redemption date (z) (I) or a shorter period acceptable to the number of days commencing on Trustee). The Company will provide the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any Trustee a reasonably detailed computation of the following events: Special Redemption Price with such notice (A) After the Series 1 Preferred Unit Issuance Dateor, if not then known, the Partnership (1) incurs Indebtedness or any manner of its Subsidiaries incurs Indebtedness and (2) issues Unitscalculation, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held with the actual computation provided by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amounts, in whole or in part, to redeem and cancel such Series 1 Preferred Units; (B) A change occurs in the Code or Treasury Regulations resulting in a material, negative impact Company to the tax treatment to the Partnership of the Series 1 Preferred Units on the Series 1 Preferred Unit Issuance Date; or (C) A Rating Agency Event occursTrustee promptly following its computation).