has been made, but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of outstanding notes may, under certain circumstances,
rescind and annul the acceleration but only if all Events of Default have been remedied, or, if permitted, waived, and if certain other conditions have been satisfied.
If the CFG fails to pay the principal of (or premium, if any, on) the notes at maturity, or if the CFG fails to pay any installment of
interest on the notes when such interest becomes due and payable and such failure is continued for 30 days, CFG will, upon demand of the Trustee, pay to the Trustee, for the benefit of the holders of the notes, the entire amount then due and payable
on the notes, for the principal of, premium, if any, and interest, if any, and interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of
interest, at the rate or rates prescribed therefor in the notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.
If CFG fails to pay such amount forthwith upon such demand, the Trustee, in its own name
and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against CFG or any other obligor upon
notes, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of CFG or any other obligor upon the notes wherever situated.
If a Default with respect to the notes occurs and is continuing, the Trustee may proceed to protect and enforce its rights and the rights of
the holders of the notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.
The Indenture provides that, subject to the duty of the
Trustee upon the occurrence of an Event of Default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of
notes unless the same holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee, in its reasonable discretion, against the costs, expenses and liabilities which may be incurred. Subject to certain provisions, the
holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the notes.
We are required to annually furnish to the Trustee an officers certificate as to the
performance and observance by us of certain of the terms, provisions and conditions under the Indenture and as to the absence of default.
Regarding
the Trustee
The Bank of New York Mellon, the Trustee under the Indenture, has a designated corporate trust office at 240 Greenwich
Street, New York, New York 10286. We and our banking subsidiaries maintain banking relationships with the Trustee.
Regarding the Calculation Agent
Unless we have redeemed, or called for redemption, all the outstanding notes on or prior to the commencement of the Floating Rate
Period, we will appoint a calculation agent the (Calculation Agent) for the notes prior to the Floating Rate Period. We may appoint ourselves or an affiliate of ours as Calculation Agent.
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