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On or after the 2031 Notes Par Call Date, we may redeem the 2031 Notes, at our option, in whole or in part, at any time and from time to
time, at a redemption price equal to 100% of the aggregate principal amount of the 2031 Notes to be redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield
determined by us in accordance with the following two paragraphs. The Treasury Rate
shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates
(Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading). In determining
the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2031 Notes Par Call Date (the “Remaining Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the 2031 Notes Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor
designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such
redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2031 Notes Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2031 Notes Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the 2031 Notes Par Call Date, one with a maturity date preceding the 2031 Notes Par Call Date and one with a maturity date following the 2031 Notes Par Call
Date, we shall select the United States Treasury security with a maturity date preceding the 2031 Notes Par Call Date. If there are two or more United States Treasury securities maturing on the 2031 Notes Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more |
