select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be
based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
To exercise our option to redeem the notes, we will give you a notice in writing (including by facsimile transmission or electronic mail)
of redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If we elect to redeem fewer than all the notes in the relevant series, The Bank of New York Mellon Trust Company, N.A., as trustee, will select the
particular notes, as applicable, to be redeemed by lot; provided, however, that as long as the notes are held with a depositary, any such selection shall be in accordance with such depositarys applicable procedures. No notes of a principal
amount of $1,000 or less will be 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 being redeemed. Any notice of redemption, at our option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money
sufficient to pay the principal, premium, if any, and interest, if any, on the notes and that if the money has not been so received, the notice will be of no force and effect and we will not be required to redeem the notes. See Description of
the Debt SecuritiesRedemption in the accompanying base prospectus.
Notwithstanding the foregoing, installments of interest on
notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the notes
and the indenture.
No Sinking Fund
There will be no provisions for any sinking funds for the notes.
Other
We may, from time to time, without
notice to or the consent of the holders of the notes, increase the principal amount of the notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued shall have the same
form and terms (other than the date of issuance, public offering price, and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first interest payment date), and shall carry the same right to receive
accrued and unpaid interest as the notes previously issued, and such additional notes shall form a single series with the notes offered by this prospectus supplement, provided that such additional notes shall be fungible with the notes offered by
this prospectus supplement for United States federal income tax purposes.
Book-Entry, Delivery, and Form
The notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons. Upon
issuance, the notes will be deposited with The Bank of New York Mellon Trust Company, N.A., as trustee, as custodian for The Depository Trust Company in New York, New York (which we refer to as DTC), and registered in the name of DTC or
its nominee.
Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which we refer to
as participants, or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through,
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