the Notes, at any time prior to ,
, at a redemption price equal to the greater of: (1) 100% of the aggregate principal amount of the notes to be redeemed or (2) the sum of the present values of the
Remaining Scheduled Payments of the notes to be redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus basis points, in the case of the Notes,
basis points, in the case of the Notes and
basis points, in the case of the Notes, plus, in each case, accrued and unpaid interest thereon to the
redemption date.
In addition, at any time on or after ,
( month(s) prior to their maturity date) (the
Par Call Date), the Notes may be redeemed, in whole or in part at our option at any time
and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the principal amount of the
Notes being redeemed to, but excluding, the date of redemption.
At any time on or after ,
( month(s) prior to their maturity date) (the
Par Call Date), the Notes may be redeemed, in whole or in part at our option at any time
and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the principal amount of the
Notes being redeemed to, but excluding, the date of redemption.
At any time on or after ,
( month(s) prior to their maturity date) (the
Par Call Date), the Notes may be redeemed, in whole or in part at our option at any time
and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the principal amount of the
Notes being redeemed to, but excluding, the date of redemption.
References to the Applicable Par Call Date in this prospectus supplement will refer to each of the
Par Call Date, the Par Call Date and the
Par Call Date with respect to the applicable series of notes.
Comparable Treasury Issue means the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term or, if applicable, to the Applicable Par Call Date (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 comparable maturity to the remaining term of the notes to be redeemed.
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 of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of
all such quotations or (3) if only one Reference Treasury Dealer Quotation is received, such quotation.
Independent
Investment Banker means one of the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer
means (1) each of BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (or their respective affiliates that are primary U.S. Government securities dealers, referred to as
Primary Treasury Dealers), and their respective successors, or, if at any time any of the above is not a Primary Treasury Dealer, any other Primary Treasury Dealer selected by us and (2) two other Primary Treasury Dealers selected
by us.
Reference Treasury Dealer Quotations 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 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 such redemption date.
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