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2.200% Senior Notes due 2030
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
(1) Interest. The Notes will bear interest from, and including, September 23, 2020, or from, and including, the most recent interest payment date to which interest has been paid or duly provided for, to, but excluding, the applicable interest payment date or Maturity Date of the Notes, as applicable, at a rate of 2.200% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2021. The Issuer will pay interest to the Person in whose name a Note is registered at the close of business on April 1 and October 1 next preceding the interest payment date. The Issuer will compute interest on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or Maturity Date falls on a day that is not a Business Day, the required payment of principal or interest will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such interest payment date or Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day.
(2) Place of Payment for Principal and Interest. The principal of and interest on the Notes will be payable at the office or agency of the Issuer maintained for that purpose, pursuant to the Indenture, in the City of New York, which initially shall be the corporate trust office of the Trustee; provided, however, that at the option of the Issuer, such payment of principal or interest may be made by check mailed to the person entitled thereto as provided in the Indenture.
(3) Paying Agent and Security Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Security Registrar. The Issuer may change any Paying Agent or Security Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.
(4) Sinking Funds. The Notes are not subject to repayment at the option of the Holder thereof. In addition, the Notes are not entitled to the benefit of, and are not subject to, any sinking fund.
(5) Indenture. The Issuer issued the Notes under an indenture, dated as of June 20, 2016 (the Base Indenture), as amended by the Fourth Supplemental Indenture, dated as of September 23, 2020 (the Fourth Supplemental Indenture, and together with the Base Indenture, and as the Base Indenture and the Fourth Supplemental Indenture may be further amended and supplemented from time to time, the Indenture), among the Issuer, the Parent Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuer.
(6) Redemption. The Issuer shall have the right to redeem the Notes under certain circumstances as set forth in Section 2.11 of the Fourth Supplemental Indenture.
(7) Payment of Notes Called For Redemption. If notice of redemption has been given as provided in Sections 106 and 1104 of the Base Indenture, and unless the Issuer shall default in the payment of such Notes at the Redemption Price, so long as the Paying Agent holds funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, then on and after such date: (a) such Notes will cease to be Outstanding on and after the Redemption Date, (b) Interest on the Notes or portion of Notes so called for redemption shall cease to accrue on and after the Redemption Date, and (c) all rights of the Holders of the Notes shall cease with respect of such Notes except the right to receive the Redemption Price thereof.