Any determination, decision or selection that may be made by us or our designee (which may
be an affiliate of ours), after consulting with us, pursuant to the provisions of the notes set forth in this pricing supplement (including provisions relating to a benchmark transition event and benchmark replacement, such as any determination with
respect to 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 make or refrain from making any
selection) will be made in our or such designees sole discretion, will be conclusive and binding absent manifest error and, notwithstanding anything to the contrary in this pricing supplement or the accompanying prospectus supplement or the
attached prospectus, shall become effective without consent from the holders of the notes or any other party.
Interest will be payable on
each interest payment date to holders of record of the notes as they appear on our books on the applicable record date, which shall be fifteen calendar days, whether or not a business day, immediately preceding each interest payment date. However,
the initial interest payment on a note issued between a regular record date and the interest payment date immediately following the regular record date will be made on the second interest payment date following the settlement date to the holder of
record on the regular record date preceding the second interest payment date. The principal and interest payable at maturity, or earlier redemption, will be paid to the holder of the note at the time of payment by the paying agent.
If any scheduled interest payment date during the floating rate period, other than the maturity date, would fall on a day that is not a
business day, the interest payment date will be postponed to the next succeeding business day, except that if that business day falls in the next succeeding calendar month, the interest payment date will be the immediately preceding business day. If
any scheduled interest payment date during the fixed rate period (including an interest payment date on the reset date), any redemption payment date (including a redemption payment date on the reset date) or the maturity date is not a business day,
we will pay interest, principal and/or any amount payable upon redemption or repayment of the notes, as the case may be, on the next succeeding business day, but interest on that payment will not accrue during the period from and after such interest
payment date, redemption date or the maturity date unless we fail to make payment on such next succeeding business day.
Redemption
The notes are not subject to any mandatory redemption, sinking fund or other similar provision. The notes are not redeemable prior to maturity,
other than as described below.
We may, at our option, redeem the notes (a) in whole, but not in part, on July 22, 2032 (the
reset date), or (b) in whole at any time or in part from time to time, on or after April 22, 2033 (three months prior to the maturity date) and prior to the maturity date, in each case, upon at least 10 but not more than 60
days prior written notice to holders of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the 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.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption, unless we
default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with our paying agent or the trustee money sufficient to pay the redemption price of and accrued interest on the notes to be
redeemed on that date.
Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our
discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) or the redemption date may not occur and such notice may be rescinded if all such
conditions precedent included at our discretion shall not have been satisfied (or waived by us).
To the extent then required by
applicable laws or regulations, the notes may not be redeemed prior to their stated maturity without any requisite prior approvals from applicable regulators.
PS-8