be redeemed plus the Applicable Premium, plus accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date.
On or after December 15, 2026, we may redeem the 2027 Notes at
our option, in whole or, from time to time, in part, at a
redemption price equal to 100% of the aggregate principal amount of
the 2027 Notes to be redeemed plus accrued and unpaid interest, if
any, thereon to, but excluding, the redemption date.
We may redeem the 2032 Notes at our option, in whole or, from time
to time, in part, on any date prior to October 15, 2031, at a
redemption price equal to 100% of the aggregate principal amount of
the 2032 Notes to be redeemed plus the Applicable Premium, plus
accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date. On or after October 15, 2031, we may redeem
the 2032 Notes at our option, in whole or, from time to time, in
part, at a redemption price equal to 100% of the aggregate
principal amount of the 2032 Notes to be redeemed plus accrued and
unpaid interest, if any, thereon to, but excluding, the redemption
date.
If a Note is redeemed on or after a record date but on or prior to
the related interest payment date, then any accrued and unpaid
interest shall be paid to the holder of record as of such record
date.
We generally will be required to provide notices of redemption not
less than 10 days but not more than 60 days before the redemption
date to each holder whose Notes are to be redeemed at such holder’s
registered address or otherwise in accordance with the procedures
of the depositary. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note will state the portion
of the principal amount thereof to be redeemed. Selection of the
Notes for redemption in the case of any partial redemption will be
made by the Trustee by lot in compliance with the applicable
procedures of DTC, although no Note of $2,000 in principal amount
or less will be redeemed in part. A new Note in principal amount
equal to the unredeemed portion thereof will be issued in the name
of the holder thereof upon cancellation of the original Note upon
written direction by such holder.
Any redemption notice may, at our discretion, be subject to one or
more conditions precedent, including completion of a corporate
transaction. In such event, the related notice of redemption shall
describe each such condition and, if applicable, shall state that,
at our discretion, the date of redemption may be delayed until such
time as any or all such conditions shall be satisfied or waived
(provided that in no event shall such date of redemption be delayed
to a date later than 60 days after the date on which such notice
was given), or such redemption may not occur and such notice may be
rescinded in the event that any or all such conditions shall not
have been satisfied or waived by the date of redemption, or by the
date of redemption as so delayed. We shall notify holders of any
such rescission as soon as practicable after we determine that such
conditions precedent will not be able to be satisfied or we are not
able or willing to waive such conditions precedent. Once notice of
redemption is mailed or sent, subject to the satisfaction of any
conditions precedent provided in the notice of redemption, the
Notes called for redemption will become due and payable on the
redemption date and at the applicable redemption price as set forth
below.
Unless we default in payment of the redemption price, interest will
cease to accrue on the Notes or portions thereof called for
redemption from and after the applicable redemption date.
“Applicable Premium” means, (A) with respect to a 2027
Note on any date of redemption, the excess, if any, of (x) the
present value as of such date of redemption of (i) 100% of the
principal amount of such 2027 Note plus (ii) all required
interest payments due on such 2027 Note through December 15,
2026, assuming such 2027 Note matured on such date (excluding
accrued but unpaid interest to, but excluding, the date of
redemption), computed using a discount rate equal to the Applicable
Treasury Rate as of such date of redemption plus 20 basis points,
over (y) the then outstanding principal of such 2027 Note and
(B) with respect to a 2032 Note on any date of redemption, the
excess, if any, of (x) the present value as of such date of
redemption of (i) 100% of the principal amount of such 2032 Note
plus (ii) all required interest payments due on such 2032 Note
through October 15, 2031, assuming such 2032 Note matured on
such date (excluding accrued but unpaid interest to, but excluding,
the date of redemption), computed using a discount rate equal to
the Applicable Treasury Rate as of such date of redemption plus 25
basis points, over (y) the then outstanding principal of such
2032 Note.
PS-3