be entitled to rely upon any determination or designation of such a rate (and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the
calculation agent, or our designee, or (ii) liability for any failure or delay by us or our designee in performing our respective duties under the Indenture or the notes as a result of the unavailability of SOFR, or any other Benchmark
Replacement described herein or the failure of a Benchmark Replacement to be adopted.
Optional Redemption
On at least 30 days but no more than 60 days prior written notice mailed to the registered holders of the notes, we may redeem the notes in whole, but not in
part, on, and only on, May 13, 2032 at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Notwithstanding any of the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or prior to the
redemption date will be payable on the interest payment date to the registered holders thereof as of the close of business on the relevant record date in accordance with the notes and the Indenture. Unless we default in payment of the redemption
price, on and after the redemption date, interest will cease to accrue on the notes.
Events of Default
The following are events of default with respect to the notes (whatever the reason for such event of default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of any interest upon the notes when it becomes due and payable, and continuance of such
default for a period of 30 days;
(2) default in the payment of the principal of or any premium on the notes at
their maturity, and continuance of such default for a period of 30 days;
(3) the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or all or substantially all of its property, or ordering the winding up or liquidation of its affairs,
and, in the case of either clause (A) or (B), the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or
(4) the commencement by State Street of a voluntary case or proceeding under any applicable U.S. federal or state
bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the entry of a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or other similar law, or the consent by it to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or of all or
substantially all of its property, or the taking of corporate action by State Street in furtherance of any such action.
No other defaults under or
breaches of the Indenture or the notes will result in an event of default, whether after notice, the passage of time or otherwise. However, certain events may give rise to a covenant breach, as described under the heading Description of Debt
SecuritiesCovenant Breaches under the Senior Indenture in the accompanying prospectus.
If an event of default occurs and is continuing with
respect to the notes, other than an event of default resulting from voluntary bankruptcy, insolvency or reorganization of State Street (or the consent by State Street to relief in
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