For purposes of the foregoing, the following definitions are applicable:
Treasury Rate
means, with respect to a series of notes, on any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the related Comparable Treasury Issue, calculated using a price for that 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.
Business Day
means any
calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which banking institutions and trust companies are open for business in New York, New York.
Comparable Treasury Issue
means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the applicable series of notes to be redeemed (assuming, for this purpose, that such series of notes matured on the applicable 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 such notes.
Comparable Treasury Price
means, with respect to any redemption date, the average of the Reference Treasury Dealer
Quotations for such redemption date.
Independent Investment Banker
means, each of BofA Securities, Inc., Citigroup
Global Markets Inc. and Wells Fargo Securities, LLC or their respective successors as appointed by us, or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national
standing appointed by us.
Par Call Date
means, with respect to the 20
notes, , 20 , the date that is months prior to the maturity date of the 20 notes and, with respect to the
20 notes, , 20 , the date that is months prior to the maturity date of the 20
notes.
Reference Treasury Dealer
means (a) each of BofA Securities, Inc., Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC and their respective successors and affiliates;
provided, however
, that if any of the foregoing is not at the time a primary U.S. Government securities dealer in New York City (a
Primary Treasury
Dealer
), we shall substitute therefor another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with 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 related 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 such redemption date.
Notice of the redemption will be transmitted to holders of the notes to be redeemed at least 30 and not more than 60 days prior to the date
fixed for redemption. If we elect to redeem fewer than all of the notes of a series, in the case where the notes of a series are issued in definitive form, not more than 60 days prior to the redemption date for that series, the particular notes or
portions thereof for redemption from the outstanding notes of that series not previously called for redemption shall be selected by the Trustee by lot; or, in the case where the notes of a series are represented by one or more global securities,
beneficial interests in such notes will be selected for redemption by the applicable depositary in accordance with its standard procedures therefor.
Change of Control Repurchase Event
If a
change of control repurchase event occurs with respect to a series of notes, unless we have exercised our right to redeem the notes of that series as described above, we will be required to make an offer to each holder of
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