in each case plus accrued interest on the Notes to be redeemed to, but not including, the date of
redemption. Calculation of the redemption price will be made by us or on our behalf by such person as we shall designate.
On or after
December 15, 2028, the Notes will be redeemable in whole or in part, at our option at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to
be redeemed to, but not including, the date of redemption.
Comparable Treasury Issue means the United States Treasury
security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose, that the Notes matured on December 15, 2028) 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 the Notes.
Comparable Treasury Price means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is provided with fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the
Company.
Reference Treasury Dealer means (i) Goldman Sachs & Co. LLC and its successors, (ii) Citigroup
Global Markets Inc. and its successors, (iii) Deutsche Bank Securities Inc. and its successors and (iv) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors, who are primary U.S. Government securities dealers for
the City of New York (each a Primary Treasury Dealer), and any other Primary Treasury Dealer as we may specify from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another
Primary Treasury Dealer.
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 Comparable Treasury Issue (expressed 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.
Treasury Rate means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, calculated using 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.
The Treasury Rate shall be calculated on the third business day preceding the redemption date. As used in the immediately preceding
sentence and in the definition of Reference Treasury Dealer Quotations above, the term business day means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed.
Notice of any redemption will be transmitted at least 30 but not more than 60 days before the
redemption date to each holder of record of the Notes to be redeemed. The notice of redemption for such Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the manner in which the redemption price will be
calculated and the place or places where payment will be made upon presentation and surrender of Notes to be redeemed. If less than all of the Notes are to be redeemed at our option, the Notes, or portions of the Notes, to be redeemed will be
selected in accordance with the procedures of DTC. Unless we default in the payment of the redemption price, interest will cease to accrue on any such Notes that have been called for redemption at the redemption date.
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