notes to be redeemed (assuming for such purpose that the 20 notes matured on
, 20 (the date that is months prior to their maturity date), the 20 notes
matured on , 20 (the date that is months prior to their maturity date) and the
20 notes matured on , 20 (the date that is months prior to their maturity 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 such notes.
Comparable Treasury Price means (1) the arithmetic average of the Reference Treasury Dealer Quotations for the
redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if we are given fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for
such redemption date.
Independent Investment Banker means the Reference Treasury Dealer as may be appointed from time
to time by us.
Reference Treasury Dealer means J.P. Morgan Securities LLC, Mizuho Securities USA LLC, SG Americas
Securities, LLC, TD Securities (USA) LLC and a primary U.S. securities dealer selected by SMBC Nikko Securities America, Inc. and each of their respective successors, and any other primary U.S. Government securities dealers in New York City selected
by us.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption
date, the arithmetic average, as determined by us, 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 us by such Reference Treasury Dealer by 3:30 p.m.,
New York City time, on the third business day preceding such redemption date.
Remaining Scheduled Payments means, with
respect to the applicable series of notes to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption if such notes matured on
, 20 (the date that is months prior to their maturity date), in the case of the
20 notes, on , 20 (the date that is months prior to their maturity date), in the
case of the 20 notes or on , 20 (the date that is months prior to their
maturity date), in the case of the 20 notes; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to 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 (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue. In determining this rate, we assume
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.
Selection and Notice
If less than all of
the notes are to be redeemed at any time, the notes to be redeemed will be selected in accordance with the procedures of the depositary, which initially is The Depository Trust Company (DTC), or its successor or nominee.
No notes of $2,000 of principal amount or less will be redeemed in part. Notices of redemption will be sent by first class mail at least 15
but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may be conditional and, at our discretion, the redemption date may be delayed until such time as any or all
such conditions shall be satisfied.
If any note is to be redeemed in part only, the notice of redemption that relates to such note shall
state the portion of the principal amount of that note to be redeemed. A new note in principal amount equal to the unredeemed
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