Independent Investment Banker means one of the Reference Treasury Dealers or its
successor selected by us or, if it is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by us.
Reference Treasury Dealers means each of: (i) J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co.
LLC, Citigroup Global Markets Inc. and a Primary Treasury Dealer (as defined below) selected by U.S. Bancorp Investments, Inc. (or their respective successors) and (ii) two additional primary U.S. government securities dealer (a Primary
Treasury Dealer) selected by us. If any of the foregoing ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer in its place.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by us (or the Independent Investment Banker), of the bid and asked prices for the Comparable Treasury Issue for the applicable series of Senior Notes, expressed in each case as a percentage of its principal amount, quoted in writing by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical release designated H.15 or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the applicable Comparable Treasury Issue (if no
maturity is within three months before or after the maturity date or deemed maturity date of the relevant series of Senior Notes, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), (2) if the period from the redemption date to the maturity date or deemed maturity date of the
Senior Notes to be redeemed is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, or (3) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity, computed as of the third business day immediately preceding the redemption date, of
the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue, expressed as a percentage of its principal amount, equal to the applicable Comparable Treasury Price for the redemption date.
Selection and Notice
We (or at
our request, the paying agent on our behalf) will give written notice prepared by us of any redemption of the Senior Notes to holders of the applicable series of Senior Notes to be redeemed at their addresses, as shown in the security register for
the affected notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the aggregate principal amount of the applicable series of Senior Notes to be redeemed, the
redemption date and the redemption price, or if not then ascertainable, the manner of calculation thereof. Any redemption or notice of any redemption may, at our discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of an equity offering, other offering, issuance of indebtedness or other transaction or event.
If we choose to redeem
fewer than all of the Senior Notes of a series, then the Trustee will select, by lot, the Senior Notes to be redeemed in part; provided, that with respect to Senior Notes issued in global form, beneficial interests therein shall be selected for
redemption by DTC in accordance with its standard procedures. See also Book-Entry Delivery and Form below.
If we have
given notice as provided in the Indenture and made funds irrevocably available for the redemption of the Senior Notes called for redemption on the redemption date referred to in that notice, then those
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