The calculation agent shall be the Bank, an affiliate thereof or a bank or other entity as the Company may appoint. The Company may appoint a different institution to serve as calculation agent from time to time after the original issue date of this Security without the consent of Holders of this Security and without notice. The calculation agents determination of any interest rate, and its calculation of the amount of interest for any interest period, will be on file at the Companys principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of manifest error.
All percentages used in or resulting from any calculation of the interest rate on this Security during the Floating Rate Period will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on this Security during the Floating Rate Period will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2014 (herein called the Base Indenture), between the Company and U.S. Bank National Association, as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of May 8, 2017, between the Company and the Trustee (the First Supplemental Indenture and together with the Base Indenture, herein called the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The offering of securities of the series that includes this Security is initially limited to $1,000,000,000.00 aggregate principal amount.
The Securities of this series constitute the direct, unsecured and unsubordinated general obligations of the Company and shall at all times rank pari passu with all other existing and future senior unsecured indebtedness of the Company.
The Securities of this series are subject to redemption, at the election of the Company, upon not less than 30 days and not more than 60 days written notice by mail to Holders, in whole, but not in part, on, and only on, November 18, 2026, at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, as provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. For the purpose of this paragraph, the term default means any event that is, or after notice or lapse of time or both would become, an Event of Default or Covenant Breach in respect of such Securities.