(ii) the sum of the present values of the principal amount of the Notes to be redeemed and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the Par Call Date, discounted to the redemption date on an annual basis, pursuant to the ACTUAL/ACTUAL (ICMA) payment convention, at the applicable Comparable Government Bond Rate, plus 15 basis points, plus accrued and unpaid interest (including any Additional Amounts), if any, to, but excluding, the date of redemption.
Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of the Independent Investment Bank selected by the Company, a bond that is a direct obligation of the Federal Republic of Germany (German government bond), whose maturity is closest to the Par Call Date, or if the Independent Investment Bank in its discretion determines that such similar bond is not in issue, such other German government bond as the Independent Investment Bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
Comparable Government Bond Rate means the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third business day in London prior to the date fixed for redemption, of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by the Independent Investment Bank selected by the Company.
Independent Investment Bank means one of the Reference Bond Dealers that the Company shall appoint to act as the Independent Investment Bank.
Reference Bond Dealers means each of Barclays Bank PLC, Citigroup Global Markets Limited and Merrill Lynch International (or their respective affiliates that are Primary Bond Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds (a Primary Bond Dealer), the Company will substitute therefor another Primary Bond Dealer.
On or after the Par Call Date, this Note is redeemable in whole at any time or in part, from time to time, at the option of the Company, at a redemption price equal to 100% of its principal amount, plus accrued and unpaid interest (including any Additional Amounts), if any, to, but excluding, the date of redemption.
This Note may also be redeemed by the Company, at its option, in whole, but not in part, if, as a result of certain changes in the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or therein) or in an official position regarding the application or interpretation of such laws, regulations or rulings, the Company becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Company, will become obligated to pay Additional Amounts, as described in the Indenture.
Any redemption made at the option of the Company (an Optional Redemption) shall be made upon not less than 10 nor more than 60 days prior notice before the redemption date, with respect to Notes in global form, to and through Euroclear or Clearstream, Luxembourg for communication by them to the Holders of interests in the Notes to be so redeemed or, with