Comparable Government Bond means, in relation to any Comparable Government Bond
Rate calculation, at the discretion of the Independent Investment Banker, a German government bund whose maturity is closest to the Applicable Par Call Date, or if such Independent Investment Banker in its discretion determines that such similar
bund is not in issue, such other German government bund as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bunds selected by the Company, determine to be appropriate for
determining the Comparable Government Bond Rate.
Comparable Government Bond Rate means the price, expressed as a percentage
(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would
be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by the
Independent Investment Banker.
Independent Investment Banker means one of the Reference Bond Dealers appointed by the
Company.
Reference Bond Dealer means (i) each of Goldman Sachs & Co. LLC, Citigroup Global Markets Limited,
Deutsche Bank AG, London Branch, HSBC Bank plc and Merrill Lynch International (or their respective affiliates that are Primary Bond Dealers), and their respective successors and (ii) any other broker of, and/or market maker in, German
government bonds (a Primary Bond Dealer) selected by us.
Notice of any redemption will be transmitted at least 30 but not
more than 60 days before the redemption date to each holder of record of the Notes to be redeemed. The notice of redemption for such Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the manner in which
the redemption price will be calculated and the place or places where payment will be made upon presentation and surrender of Notes to be redeemed. If less than all of the applicable series of Notes are to be redeemed at our option, the Notes, or
portions of the Notes, to be redeemed will be selected in accordance with the standard procedures of Clearstream or Euroclear. If the Notes to be redeemed are not global notes then held by Clearstream or Euroclear, the Trustee will select the Notes
to be redeemed by lot. Notwithstanding the foregoing, if less than all of a series of Notes are to be redeemed, no Notes of such series of a principal amount of 100,000 or less shall be redeemed in part. If money sufficient to pay the
redemption price on the series of Notes (or portions thereof) to be redeemed on the redemption date is deposited with the paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption
date, interest will cease to accrue on such series of Notes (or such portion thereof) called for redemption.
The Company shall not be
required (i) to issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of Notes selected for redemption and ending at the
close of business on the day of such delivery, or (ii) to register the transfer or exchange of any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.
Optional Redemption for Tax Reasons
The Notes of either series may be redeemed at our option in whole, but not in part, on at least 30 days, but no more than 60 days prior notice,
at a redemption price equal to 100% of the principal amount of such series of Notes, together with accrued and unpaid interest, if any, to, but excluding, the redemption date if, as a result of any change in, or amendment to, the laws, regulations
or rulings of the United States (or any political subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding the application or interpretation of those laws, regulations or rulings
(including a holding by a court of competent jurisdiction), which change, amendment, application or interpretation is announced or becomes effective on or after the date of this prospectus supplement, we become or, based upon a written opinion of
independent counsel selected by us, will become obligated to pay additional amounts as described below in Payment of Additional Amounts.
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