notes to be redeemed (assuming that the notes matured on the Par Call Date) 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 (assuming that the notes matured on the Par Call Date).
Comparable Treasury Price
means, with respect to any redemption date, (i) the average of three Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such quotations, or (iii) if the Independent Investment Banker only obtains one such Reference Treasury Dealer Quotation, such quotation.
Independent Investment Banker
means the Reference Treasury Dealer selected by us.
Reference Treasury Dealer
means each of Raymond James & Associates, Inc., Wells Fargo Securities, LLC and three
other primary U.S. government securities dealers (each a Primary Treasury Dealer), as specified by us; provided, however, that if any of Raymond James & Associates, Inc., Wells Fargo Securities, LLC or any Primary Treasury
Dealer as specified by us shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.
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, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.
Treasury Rate
means, with respect to any redemption date, the rate per year equal to the
semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.
Redemption
Procedures
The Company shall provide notice of any optional redemption to the Holders, with a copy to the Trustee, at least 10 and
not more than 60 days prior to the applicable redemption date delivered by first-class mail or electronic mail to each Holders registered address or in accordance with the applicable procedures of DTC. Notwithstanding the foregoing, redemption
notices may be delivered more than 60 days prior to a redemption date if such notice is issued in connection with the discharge of the obligations of the Company under the notes pursuant to the Companys exercise of the defeasance or
satisfaction and discharge provisions under the indenture.
If a redemption date occurs during the period beginning on an interest record
date and ending on the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the note is registered at the close of business on such record date, and no additional interest will be payable
to Holders whose notes will be subject to redemption by the Company.
In the case of any partial redemption, selection of the notes for
redemption will be made by the Trustee on a by lot basis to the extent practicable, or, if a by lot basis is not practicable for any
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