Corresponding Tenor with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
An Interest Period means, with respect to the Floating Rate Period, each period from, and including, the Reset Date to, but
excluding, the following Interest Payment Date (or the Maturity Date in the case of the final Interest Period).
ISDA
Definitions means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest
rate derivatives published from time to time.
ISDA Fallback Adjustment means the spread adjustment (which may be a
positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
ISDA Fallback Rate means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be
effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
New York Federal Reserve means the Federal Reserve Bank of New York.
New York Federal Reserves Website means the website of the New York Federal Reserve, currently at
http://www.newyorkfed.org, or any successor source.
Rate Cut-Off Date means
the date that is the second U.S Government Securities Business Day prior to the Maturity Date.
Reference Time with
respect to any determination of the Benchmark means the time determined by the Issuer or the Issuers designee in accordance with the Benchmark Replacement Conforming Changes.
Relevant Governmental Body means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
U.S. Government Securities Business Day means any day except for a Saturday, Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Unadjusted Benchmark Replacement means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be
made by the Issuer or the Issuers designee pursuant to this section Compounded SOFR, including any determination with respect to a tenor, rate or adjustment or of the occurrence or
non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
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will be conclusive and binding absent manifest error;
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will be made in the Issuers or the Issuers designees sole discretion; and
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notwithstanding anything to the contrary in the documentation relating to the notes, shall become effective
without consent from the holders of the notes or any other party.
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