Person has the meaning set forth in the indenture and includes a
person as used in Section 13(d)(3) of the Exchange Act.
Rating Agencies means (i) each of Moodys
and S&P, and (ii) if any of Moodys or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization
within the meaning of Section 3(a)(62) under the Exchange Act, selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moodys or S&P, or both of them, as the case may be.
S&P means S&P Global Ratings, a division of S&P Global Inc., and its successors.
Optional Redemption
We may, at our
option, redeem the notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of each remaining
scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Comparable Treasury Issue means the U.S. Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
a comparable maturity to such remaining term of the notes.
Comparable Treasury Price means, with respect to any redemption
date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means one of the
Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means (i) a primary U.S. government securities
dealer in New York City (a Primary Treasury Dealer) selected by BBVA Securities Inc., (ii) each of Citigroup Global Markets Inc. and TD Securities (USA) LLC, or their affiliates, which are primary United States government securities
dealers, and (iii) one other leading Primary Treasury Dealer reasonably designated by us; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary
Treasury Dealer.
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment
Banker by such Reference Treasury Dealer at 2:00 pm New York time on the third business day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (such price expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment
date falling on or prior to a redemption date shall be payable to the registered holders of such notes (or
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