consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus basis points in the case of the
20 notes, basis points in the case of the
20 notes, basis points in the case of the
20 notes, basis points in the case of the 20 notes
or basis points in the case of the 20 notes,
plus, in the case of both clauses (1) and (2) above, any accrued and unpaid interest on the principal amount of the notes being redeemed to such
redemption date; provided that if we redeem any Par Call Notes on or after the applicable Par Call Date, the redemption price for such Par Call Notes to be redeemed will equal 100% of the aggregate principal amount of such Par Call Notes
redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Notwithstanding the foregoing, installments of interest on
the notes of any series 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 of such series (or one or more predecessor notes of such series) of record
at the close of business on the relevant regular record date, except as otherwise provided by depositary procedures, all as provided in the indenture. Unless we default in the payment of the redemption price, interest on a note or portion thereof
called for redemption will cease to accrue on the applicable redemption date.
Comparable Treasury Issue means, with respect to any
redemption date for the notes of any series, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the redemption date to the maturity date or, if
applicable, the Par Call Date (the remaining term), of the notes of such series 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
comparable maturity to the remaining term of such series of notes.
Comparable Treasury Price means, with respect to any redemption
date for the notes of any series, (i) if the Independent Investment Banker obtains five Reference Treasury Dealer Quotations for that redemption date, the average of those Reference Treasury Dealer Quotations after excluding the highest and
lowest of those Reference Treasury Dealer Quotations, (ii) if the Independent Investment Banker obtains fewer than five but more than one such Reference Treasury Dealer Quotations, the average of all of those quotations, or (iii) if the
Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation, such quotation.
Independent Investment Banker
means one of BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and their respective successors appointed by us to act as the Independent Investment Banker from time to time, or if any such firm is unwilling or
unable to serve in that capacity, an independent investment banking institution of national standing appointed by us.
Par Call Date
means (i) , 20 for any 20 notes (the date that is months prior to the maturity of the 20 notes) and
(ii) , 20 for any 20 notes (the date that is months prior to the maturity of the 20 notes).
Par Call Notes means the 20 notes and the 20 notes.
Reference Treasury Dealer means, with respect to any redemption date for the notes of any series, (i) BofA Securities, Inc., Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC and their respective successors; provided that, if any such firm ceases to be a primary U.S. Government securities dealer in the United States (a Primary Treasury
Dealer), we will substitute another Primary Treasury Dealer; and (ii) up to two additional Primary Treasury Dealers selected by us.
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption date for the notes of any
series, 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 5:00 p.m. (New York City time) on the third business day preceding that redemption date.
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