| Optional Redemption: | | Prior to July 18, 2028 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by the Issuer (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: • (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, assuming that such Notes matured on the Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate plus 30 basis points, less (b) interest accrued to the redemption date; and • 100% of the principal amount of such Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date. In addition, at any time and from time to time on or after the Par Call Date, the Issuer may redeem the Notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date. |
| Change of Control Repurchase: | | Upon the occurrence of a change of control triggering event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by both Moody’s and S&P), the Issuer will be required, unless the Issuer has exercised its option to redeem the Notes, to make an offer to purchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to, but excluding the date of repurchase. |
