Interest
Interest on the Notes will accrue at an annual rate equal to [_________]% from and including [______________, 202_] to, but excluding, the
maturity date or earlier acceleration or redemption and will be payable quarterly in arrears on [ ] 30, [ ] 30, [ ] 30 and [ ] 30 of each year, beginning on [ ]30, 2022 and at maturity, to the record holders at the close of business on the
immediately preceding [ ]15, [ ]15, [ ]15 and [ ] 15, as applicable (whether or not a business day).
The initial interest period for the
Notes will be the period from and including [______________, 202_], to, but excluding, [_____________, 202__], and subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest
payment date or the stated maturity date, as the case may be. The amount of interest payable for any interest period, including interest payable for any partial interest period, will be computed on the basis of a
360-day year comprised of twelve 30-day months. If an interest payment date falls on a non-business day, the applicable interest
payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment.
Business
day means, for any place where the principal and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day in which banking institutions in such place of payment are authorized or obligated by
law or executive order to close.
Optional Redemption
Prior to [__________, 202_] (the Notes Par Call Date), we may, at our option, redeem the Notes, in whole at any time or in part
from time to time, at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (ii) the Make-Whole Amount, if any.
The Notes may be redeemed for cash in whole or in part at any time at our option on or after [__________, 202_] and prior to maturity, at a
price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In each case, redemption shall be upon notice not fewer than 30 days and not more than 60 days prior to the date fixed for
redemption.
If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days
prior to the redemption date by the trustee from the outstanding Notes not previously called for redemption, by lot, or in the trustees discretion, on a pro-rata basis, provided that the unredeemed
portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The trustee will promptly notify us in writing of the Notes selected for redemption
and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Beneficial interests in any of the Notes or portions thereof called for redemption that are registered in the name of DTC or its nominee will
be selected by DTC in accordance with DTCs applicable procedures.
The trustee shall have no obligation to calculate any redemption
price, including any Make-Whole Amount, or any component thereof, and the trustee shall be entitled to receive and conclusively rely upon an officers certificate delivered by the Company that specifies any redemption price.
Unless we default on the payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes
called for redemption.
We may at any time, and from time to time, purchase notes at any price or prices in the open market or otherwise.
Make-Whole Amount means, in connection with any optional redemption of any Note, the excess, if any, of (i) the sum of
the present values, as of the date of such redemption, of the remaining scheduled payments of principal of, and interest (exclusive of interest accrued to, but excluding, the date of redemption) on, such Note, assuming such Note matured on, and that
accrued and unpaid interest on such Note was payable through, the Notes Par Call Date, determined by discounting, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest at the Reinvestment Rate (as defined below) (determined on the third business day preceding the date of redemption) over (ii) the aggregate principal amount of such
Notes being redeemed.
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