For the avoidance of doubt, after a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred, interest payable on the notes for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread set forth under the section entitled
Floating Rate Terms above.
Upon the request of the holder of any note, we or our designee will provide the
calculation of the amount of interest payable in respect of any interest payment date during the Floating Rate Period.
As
used herein:
The term Benchmark means, initially, Compounded SOFR, as defined above; provided that if
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then Benchmark means the
applicable Benchmark Replacement.
The term Benchmark Replacement means the first alternative set forth
in the order below that can be determined by us or our designee for the applicable Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the
Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3) the sum of: (a) the alternate rate of interest that has been selected by us or our designee as
the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark
Replacement Adjustment.
The term Benchmark Replacement Adjustment means the first alternative set
forth in the order below that can be determined by us or our designee for the applicable Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then
the ISDA Fallback Adjustment;
(3) the spread adjustment (which may be a positive or negative value
or zero) that has been selected by us or our designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the
applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
For the
avoidance of doubt, the Benchmark Replacement Adjustment for the applicable Benchmark Replacement Date may be selected, recommended or determined on a day other than such Benchmark Replacement Date.
The term Benchmark Replacement Conforming Changes means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including changes to the
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