Reference Treasury Dealer means each of BofA Securities, Inc., Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC and their respective successors; provided, however, that if any of the foregoing shall cease 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 applicable 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 3:30 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 semiannual equivalent yield to maturity
of the applicable Comparable Treasury Issue, calculated on the third business day preceding the redemption date, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the related Comparable
Treasury Price for such redemption date.
Notice of any redemption will be mailed by first class mail or otherwise delivered in accordance
with applicable DTC procedures at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed. Any notice may, at our discretion, be subject to the satisfaction or waiver of one or more conditions
precedent. In that case, the notice shall state the nature of such condition precedent.
We are not required (i) to issue, register
the transfer of, or exchange any notes selected for redemption during the period from the opening of business 15 days before the day a notice of redemption relating to the notes selected for redemption is sent to the close of business on the day
that notice is sent, or (ii) to register the transfer of or exchange any notes so selected for redemption, except for the unredeemed portion of any note being redeemed in part.
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
of the notes called for redemption.
No Mandatory Redemption; Sinking Fund
No mandatory redemption obligation will be applicable to the notes. The notes will not be subject to, nor have the benefit of, a sinking fund.
Change of Control Offer
If a Change
of Control Triggering Event occurs with respect to the notes, unless we have exercised our option to redeem the notes as described under Optional Redemption above, each holder of the notes will have the right to require us to
repurchase all or any part (equal to $2,000 and any integral multiples of $1,000 in excess thereof) of such holders notes pursuant to the offer described below (a Change of Control Offer) at a purchase price equal to 101% of the
aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the
relevant interest payment date.
We will be required to deliver a notice to each holder of the notes, with a copy to the Trustee, within
30 days following the date upon which any Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the
Change of Control Offer and will describe, among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and the purchase date. The purchase date will be at least 30 days but no more than 60 days from
the date such notice is delivered, other than as may be
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