principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of such notes being redeemed to the date of redemption.
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).
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., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. 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; 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., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. 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 10 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 such series are issued in definitive form, not more than 60 days prior to the redemption date for such series, the particular notes
or portions thereof for redemption from the outstanding notes of such series not previously called for redemption shall be selected by the Trustee by lot; or, in the case where the notes of such series are represented by one or more global
securities, beneficial interests in the notes of such series will be selected for redemption by the applicable depositary in accordance with its standard procedures therefor.
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