● the day count fraction, calculated using a 30/360
day count convention as described under
“General Terms of Notes — Day Count
Fraction” in the accompanying product
supplement.
Reference Distribution Amount*:
With respect to each Coupon Valuation Date, an amount
equal to the sum of the gross cash distributions that a
Reference Holder would have been entitled to receive in
respect of each Index Component held by that Reference
Holder on the “record date” with respect to that Index
Component, for those cash distributions whose “ex-
dividend date” occurs during the Coupon Accrual Period
for that Coupon Valuation Date.
Notwithstanding the foregoing, with respect to cash
distributions for an Index Component that are scheduled
to be paid prior to the applicable Coupon Ex-Date, if the
issuer of that Index Component fails to pay the
distribution to holders of that Index Component by the
scheduled payment date for that distribution, that
distribution will be assumed to be zero for the purposes
of calculating the applicable Reference Distribution
Amount.
Reference Holder*:
As of any date of determination, a hypothetical holder of
a number of shares of each Index Component equal to:
● the Index Units of that Index Component as of
that date, divided by
● the Index Divisor as of that date multiplied by
10,
provided that solely for purposes of determining the
Reference Distribution Amount included in any Stub
Coupon Amount payable at maturity or upon early
repurchase or redemption, the Reference Holder will be
deemed to hold four-fifths, three-fifths, two-fifths and one-
fifth of the shares of each Index Component it would
otherwise hold on the second, third, fourth and fifth Index
Business Days, respectively, in the relevant
Measurement Period.
Coupon Accrual Period:
With respect to each Coupon Valuation Date, the period
from but excluding the immediately preceding Coupon
Valuation Date (or, in the case of the first Coupon
Valuation Date, from but excluding November 15, 2023)
to and including that Coupon Valuation Date
Coupon Valuation Date:
The first Index Business Day occurring on or after the
15th of February, May, August and November of each
calendar year during the term of the notes, beginning on
February 15, 2024
Coupon Ex-Date:
With respect to a Coupon Amount, the first Exchange
Business Day on which the notes trade without the right
to receive that Coupon Amount. Under NYSE Arca
practice, the Coupon Ex-Date is expected to generally be
the applicable Coupon Record Date. For purposes of
this paragraph, “Exchange Business Day” means any
day on which the primary exchange or market for trading
of the notes is scheduled to be open for trading.
Coupon Record Date:
The 9th Index Business Day following each Coupon
Valuation Date
Coupon Payment Date:
The 15th Index Business Day following each Coupon
Valuation Date
Terms Relating to Issuer Redemption
Early Redemption:
On any Business Day on or after July 26, 2024, we may,
in our sole discretion, redeem the notes, in whole or in
part. If we exercise our right to redeem your notes, we
will deliver an irrevocable redemption notice (the
“Redemption Notice”) to The Depository Trust Company
(“DTC”) (the holder of the master note evidencing the
notes) at least five Business Days prior to the
Redemption Valuation Date specified in the Redemption
Notice. If fewer than all the notes are to be redeemed,
we will specify in the Redemption Notice the principal
amount of notes to be redeemed, and the Trustee will
select the notes to be redeemed pro rata, by lot or in
such manner as it deems appropriate and fair.
Payment upon Early Redemption:
If we exercise our right to redeem your notes prior to
maturity, for each note selected for redemption by the
Trustee, you will receive on the Redemption Settlement
Date a cash payment equal to the Closing Intrinsic Note
Value determined over the Measurement Period with
respect to the Redemption Valuation Date. If that
amount is less than or equal to zero, the payment upon
early redemption will be $0.
Redemption Valuation Date:
The date specified as the Redemption Valuation Date in
the Redemption Notice
Redemption Settlement Date:
Unless otherwise specified in the Redemption Notice, the
day that follows the final day in the Measurement Period
with respect to the Redemption Valuation Date by a
number of Business Days corresponding to the standard
settlement cycle, which is currently one Business Day. In
no event will the Redemption Notice specify a
Redemption Settlement Date that follows the final day in
the Measurement Period by more than five Business
Days.
Terms Relating to Weekly Repurchase Right
Early Repurchase:
On a weekly basis, you may request that we repurchase
a minimum of 50,000* notes if you comply with the
procedures described under “— Repurchase Procedures”
below and unless we have delivered a Redemption
Notice to DTC to redeem all of the outstanding notes.
We may from time to time, in our sole discretion, reduce
the minimum number of notes required for an early
repurchase on a consistent basis for all holders of the
notes, but we are under no obligation to do so.
Payment upon Early Repurchase:
Subject to your compliance with the required procedures,
for each note that is repurchased, you will receive on the
relevant Repurchase Date a cash payment equal to the
Closing Intrinsic Note Value determined over the
Measurement Period with respect to the Repurchase
Valuation Date minus the Repurchase Fee Amount with
respect to the Repurchase Valuation Date. If that
amount is less than or equal to zero, the payment upon
early redemption will be $0.