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The treasury rate will be calculated by the quotation agent on the
third business day preceding the applicable redemption date of the Notes.
In
determining the treasury rate, the below terms will have the following meaning:
comparable treasury issue
means, with respect to any redemption date, the U.S. Treasury security or securities selected by the quotation
agent as having an actual or interpolated (on a
day-count
basis) maturity comparable to the remaining term of the Notes to be redeemed, as if such Notes matured on July 23, 2029, 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 such Notes as if such Notes matured on July 23, 2029.
comparable treasury price
means, with respect to any redemption date,
(1) the average of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, provided that the quotation agent obtains five reference treasury dealer
quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.
quotation agent
means BofA Securities, Inc., or its successor, or, if that firm is unwilling or unable to select the comparable treasury
issue, an investment bank of national standing appointed by the Issuer.
reference treasury dealer
means (1) BofA Securities, Inc., or its successor, unless that firm ceases to be a primary U.S. government
securities dealer in New York City (referred to in this term sheet as a primary treasury dealer), in which case the Issuer will substitute another primary treasury dealer and (2) four other primary treasury dealer(s) that the Issuer
may select.
reference treasury dealer quotations
means, with
respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the applicable comparable treasury issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
Unless the Issuer defaults on payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption
on the applicable redemption date. If fewer than all of the Notes are to be redeemed, for so long as such notes are in book-entry only form, such Notes to be redeemed will be selected in accordance with the procedures of The Depository Trust
Company.
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