“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.
“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.
“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.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is three-month U.S. dollar LIBOR, 11:00 a.m. (London time) on the relevant interest determination date and (2) if the Benchmark is not three-month U.S. dollar LIBOR, the time determined by the Company or the Company’s 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.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, or a successor administrator, on the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.
“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement, excluding the Benchmark Replacement Adjustment.
(2) Interest on the Fixed Rate Notes
Interest on the Fixed Rate Notes will be computed on the basis of a360-day year comprised of twelve30-day months. The 2022 Fixed Rate Notes will bear interest from August 16, 2019, or from the most recent Fixed Rate Interest Payment Date (as defined below) to which interest has been paid or provided for to, but excluding, the next Fixed Rate Interest Payment Date or Maturity, as the case may be (each of these periods, a “Fixed Rate Interest Period”), at the rate of 1.902% per annum, payable semiannually in arrears on February 16 and August 16 of each year (each a “Fixed Rate Interest Payment Date”), commencing on February 16, 2020 to the persons in whose names the 2022 Fixed Rate Notes are registered at the close of business on the immediately preceding February 1 and August 1, respectively, whether or not such date is a Business Day (each a “Fixed Rate Regular Record Date”). The 2024 Fixed Rate Notes will bear interest for each Fixed Rate Interest Period at the rate of 2.019% per annum, payable semiannually in arrears on each Fixed Rate Interest Payment Date, commencing on February 16, 2020 to the persons in whose names the 2024 Fixed Rate Notes are registered at the close of business on the immediately preceding Fixed Rate Regular Record Date, whether or not such date is a Business Day. The 2026 Fixed Rate Notes will bear interest for each Fixed Rate Interest Period at the rate of 2.275% per annum, payable semiannually in arrears on each Fixed Rate Interest Payment Date, commencing on February 16, 2020 to the persons in whose names the 2026 Fixed Rate Notes are registered at the close of business on the immediately preceding Fixed Rate Regular Record Date, whether or not such date is a Business Day. The 2029 Fixed Rate Notes will bear interest for each Fixed Rate Interest Period at the rate of 2.440% per annum, payable semiannually in arrears on each Fixed Rate
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