Term SOFR
means the forward-looking term rate for
the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.
Unadjusted Benchmark Replacement
means the Benchmark Replacement excluding the Benchmark Replacement
Adjustment.
Floating Rate Notes Not Redeemable
The floating rate notes are not redeemable.
Optional Redemption of Fixed Rate Notes
The fixed rate notes of any series are redeemable at our option, in whole or in part, at any time or from time to time, upon mailed notice to
the registered address of each holder of notes to be redeemed at least 10 days but not more than 60 days prior to the redemption.
Prior
to , 20 (one month prior to the maturity date of the 20 fixed rate notes
(the 20 Par Call Date)), prior to , 20 (one month prior to the
maturity date of the 20 fixed rate notes (the 20 Par Call Date)) and prior to
, 20 (three months prior to the maturity date of the 20 fixed rate notes (the
20 Par Call Date)), the redemption price with respect to the 20 fixed rate notes, the 20 fixed rate notes and the 20 fixed rate notes will be
equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such notes that would be due if such notes matured on the 20
Par Call Date, the 20 Par Call Date or the 20 Par Call Date, as applicable (not including the amount, if any, of accrued and unpaid interest to, but not including, the date of redemption), discounted
to the date of redemption, on a semiannual basis (assuming a
360-day
year consisting of twelve
30-day
months), at a rate equal to the sum of the Treasury Rate
plus basis points for the 20 fixed rate notes, plus basis points for the 20 fixed rate notes and plus basis points for the
20 fixed rate notes.
If we redeem the 20 fixed rate notes on or after the 20 Par Call
Date, or redeem the 20 fixed rate notes on or after the 20 Par Call Date or redeem the 20 fixed rate notes on or after the 20 Par Call Date, we will pay
a redemption price equal to 100% of the principal amount of such notes to be redeemed plus accrued interest to, but not including, the redemption date.
Accrued interest on the fixed rate notes will be paid to but excluding the redemption date.
Comparable Treasury Issue means the United States Treasury security selected by a Reference Treasury Dealer as having an actual or
interpolated maturity comparable to the remaining term of the notes called for redemption, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes called for redemption, calculated, with respect to the 20 fixed rate notes, the 20 fixed rate notes and the 20 fixed rate
notes as if the maturity date of such notes were the 20 Par Call Date, the 20 Par Call Date or the 20 Par Call Date, as applicable.
Comparable Treasury Price means, with respect to any redemption date, the average, as determined by us, of the Reference Treasury
Dealer Quotations for that redemption date.
Reference Treasury Dealer means each of Deutsche Bank Securities Inc., J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, and each of their respective successors. If any one shall cease to be a primary U.S. Government securities dealer, we will substitute another nationally
recognized investment banking firm that is a primary U.S. Government securities dealer.
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