Issuance of Individual Debt Securities
Unless we state otherwise in the applicable prospectus supplement, if a depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary, we will appoint a successor depositary or we will issue individual debt securities in exchange for the global security. In addition, we may at any time and in our sole discretion, subject to the
procedures of the depositary and to any limitations described in the prospectus supplement relating to the debt securities, determine not to have any debt securities represented by one or more global securities. If that occurs, we will issue
individual debt securities in exchange for such global securities.
Further, we may specify that you may, on terms acceptable to us, the
trustee and the depositary, receive individual debt securities in exchange for your beneficial interest in a global security, subject to any limitations described in the prospectus supplement relating to the debt securities. In that instance, you
will be entitled to physical delivery of individual debt securities equal in principal amount to that beneficial interest and to have the debt securities registered in your name. Unless we otherwise specify, we expect to issue those individual debt
securities in denominations of $2,000 and integral multiples of $1,000.
Payment and Paying Agents
Unless we state otherwise in the applicable prospectus supplement, we will pay principal of, premium, if any, and interest on your debt
securities at the office of the trustee for your debt securities in The City of New York or at the office of any paying agent that we may designate.
Unless we state otherwise in the applicable prospectus supplement, we will pay any interest on debt securities to the registered owner of the
debt security at the close of business on the regular record date for the interest, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent. We must maintain a
paying agent in each place of payment for the debt securities.
Any moneys or U.S. government obligation (including the proceeds thereof
and interest thereon) deposited with the trustee or any paying agent, or then held by us in trust, for the payment of the principal of, premium, if any, and interest on any debt security that remain unclaimed for two years after the principal,
premium or interest has become due and payable will, at our request, be repaid to us. After repayment to us, you are entitled to seek payment only from us as a general unsecured creditor.
Redemption
Unless we state otherwise in
the applicable prospectus supplement, debt securities will not be subject to any sinking fund.
Unless we state otherwise in the
applicable prospectus supplement, we may, at our option, redeem any series of debt securities after its issuance date in whole or in part at any time and from time to time. We may redeem debt securities in denominations of $2,000 and integral
multiples of $1,000.
Redemption Price
Except as we may otherwise specify in the applicable prospectus supplement, the redemption price for any debt security which we redeem will
equal 100% of the principal amount then outstanding plus any accrued and unpaid interest up to, but excluding, the redemption date.
Notice of Redemption
Except as we may otherwise specify in the applicable prospectus supplement, we will mail notice of any redemption of debt securities at least
30 days but not more than 60 days before the redemption date to the
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