prior to the maturity date of the notes), (3) with respect to the
notes, ,
( prior to the maturity date of the
notes), and (4) with respect to the
notes, , (
prior to the maturity date of the notes).
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the notes of the applicable series to be redeemed 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 series of notes.
Comparable Treasury Price means, with respect to any redemption date, (1) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we are provided fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
Quotation Agent means the Reference Treasury Dealer appointed by us to act as the Quotation Agent from time
to time.
Reference Treasury Dealer means (1) Goldman Sachs & Co. LLC and its successors; provided, however, that if the
foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), we will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by
us.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the 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 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, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price on such redemption date.
Notice of any redemption will be mailed (or, in the case of notes held in book-entry form, be transmitted electronically) at least 10 days but
not more than 60 days before the redemption date to each registered holder of the notes to be redeemed, except that redemption notices may be delivered more than 60 days prior to a redemption if the notice is issued in connection with a legal or
covenant defeasance of the notes or a satisfaction and discharge of the Indenture as described under Description of Debt SecuritiesDischarge, Defeasance and Covenant Defeasance in the accompanying prospectus. Unless we default in
payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. If less than all of the notes of a series are to be redeemed, the notes of such series to be
redeemed will be selected by the trustee by lot or in accordance with DTC procedures.
Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs, unless we have previously exercised our right to redeem the notes of a series in whole as
described above, we will be required to make an offer to each holder of notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that holders notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest, if any, on the notes repurchased to, but not including, the date of such repurchase. Within 30 days following any Change of Control
Repurchase Event or, at our option, prior to any Change of Control, but after the public announcement of an impending Change of Control, we will send a notice to each holder, with a copy to the trustee, describing the transaction or transactions
that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase notes on the payment date
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