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(ii)
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the sum of the present values of the remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued but unpaid as of the date of redemption), assuming that such notes matured on the applicable Par Call Date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points in the case of the 2028 notes and
15 basis points in the case of the 2031 notes;
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plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding,
the date of redemption.
At any time on or after the applicable Par Call Date, each series of notes may be redeemed in whole or in part, at our option, at
a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the notes and the indenture. In the event that the notes or a portion thereof are called for redemption or
there is a Change of Control Repurchase Event (as defined below), and the redemption date or the Change of Control Repurchase Event payment date, as applicable, is subsequent to a regular record date with respect to any interest payment date and
prior to such interest payment date, interest on such notes will instead be paid upon presentation and surrender of such notes as provided in the indenture.
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term (as measured from the date of redemption) of the notes of the series to be redeemed, assuming that such notes matured on the applicable Par Call Date, 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.
Comparable Treasury Price means, with respect to any redemption date, (i) the arithmetic average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if we obtain fewer than four such Reference Treasury Dealer Quotations, the arithmetic average of all such
quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
Quotation Agent means any
Reference Treasury Dealer appointed by us.
Par Call Date means September 15, 2022 (12 months prior to the maturity date) with
respect to the 2023 notes, September 15, 2022 (24 months prior to the maturity date) with respect to the 2024 notes, July 15, 2028 (two months prior to the maturity date) with respect to the 2028 notes and June 15, 2031 (three
months prior to the maturity date) with respect to the 2031 notes.
Reference Treasury Dealer means (i) each of Goldman
Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers
selected by us.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date,
the arithmetic average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such redemption date.
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