Independent Investment Banker means any one of the Reference Treasury Dealers appointed by the Company.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the date fixed for redemption.
Reference Treasury Dealer means each of (1) J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), in which case the Company will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealers selected by the Company.
This Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Capitalized terms used in this Terms Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
Additional Modifications to the Agreement
For purposes of this Terms Agreement, the Agreement shall also be deemed to be modified as follows:
1. All references to the Registration Statement shall be deemed to refer to the Companys automatic shelf registration statement on Form S-3 (File No. 333-231555-01); all references to the Base Prospectus shall be deemed to refer to the Companys prospectus dated May 17, 2019 relating to the Securities contained in such registration statement; all references to the Prospectus Supplement shall be deemed to refer to the Companys prospectus supplement dated March 31, 2020 relating to the Notes; and all references to the Bond Application shall be deemed to refer to the Companys Bond Application dated March 30, 2020.
2. The reference in Section 1(e)(i) (and corresponding references in Exhibit D-1 and Exhibit E) to May 31, 2019 shall be deemed to be replaced with May 31, 2022.
3. The references in Sections 1(f) and 1(h) to December 31, 2015 and June 30, 2016, respectively, shall be deemed to be replaced with December 31, 2019.
4. There shall be deemed to be added the following new section 1(p):
(p) (i) Except as would not reasonably be expected to result in a Material Adverse Effect, the Company is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, IT Systems and Data); (ii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT