basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, as calculated by the Independent Investment Banker (as defined below) plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption; provided that the principal amount of a Security outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
On or after July 15, 2027, the Securities will be redeemable at any time, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of such Securities, plus accrued and unpaid interest to, but not including, the date of redemption.
Adjusted Treasury Rate means, with respect to any date of redemption, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date of redemption. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the date of redemption.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Securities matured on July 15, 2027) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming, for this purpose, that the Securities matured on July 15, 2027).
Comparable Treasury Price means, with respect to any date of redemption, (i) the average of five Reference Treasury Dealer Quotations for such date of redemption, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Company to act as the independent investment banker from time to time.
Reference Treasury Dealers means (i) means (i) J.P. Morgan Securities LLC, Citigroup Global Markets Inc., a primary treasury dealer selected by MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. or their respective affiliates or successors; provided that, if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.