duly and punctually paid in full when due, whether at maturity or upon redemption or otherwise, and (to the extent permitted by law) interest on the overdue principal and interest, if any, on the
notes and all other obligations of the Company or the Guarantor to the holders or the trustee under the indenture or the notes will be duly and punctually paid in full or performed; and (b) in case of any extension of time of payment or any of
such other obligations under the indenture or the notes or any change in the time, manner or place of payment of, or in any other term, or waiver of or consent to any departure from any other agreement relating to any obligations under the indenture
or the notes, the same will be duly and punctually paid in full when due or performed in accordance with the terms of the extension, whether at maturity, upon redemption or otherwise. In the event we fail to make any payment of any guaranteed amount
when such payment is due or fail to perform any other obligation to the holders, the Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. The guarantee by the Guarantor ranks equally in priority of
payment and in all other respects with all other unsecured and unsubordinated obligations of the Guarantor. The guarantee by the Guarantor is referred to herein as the guarantee.
The obligations of the guarantor under its guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent
transfer or conveyance. If the guarantee is rendered voidable by a court of law, it could be subordinated to all other indebtedness of the Guarantor, and, depending on the amount of such indebtedness, the Guarantors liability could be reduced
to zero. See Risk FactorsRisks Related to the NoteBecause the Guarantors liability under its guarantee may be reduced to zero or avoided or may be released under certain circumstances, you may not receive any payments from
the Guarantor.
Principal, Maturity and Interest
The New Notes have materially identical interest terms as the Old Notes except with respect to additional interest that may be earned on the
Old Notes under circumstances relating to our registration obligations under the registration rights agreement. Interest on the notes will accrue from and including March 9, 2022. The notes will mature and become payable, unless earlier
redeemed, on March 15, 2032.
From and including March 9, 2022, to but excluding March 15, 2027 or any earlier redemption
date, the notes will bear interest at a fixed annual rate equal to 4.25%, payable semi-annually in arrears on March 15 and September 15 of each year (each a Fixed Interest Payment Date), beginning on September 15,
2022, and interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
From and including March 15, 2027, to but excluding the maturity date or earlier redemption date (the Floating Rate
Period), the notes will bear interest at an annual floating rate, reset quarterly, equal to the Benchmark (which is expected to be Three-Month Term SOFR), plus a spread of 251 basis points; provided, however, that in the event the
Three-Month Term SOFR (or other such Benchmark) is less than zero, Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. A Floating Rate Interest Period means the period from, and including, each Floating Interest
Payment Date (as defined below) to, but excluding, the next succeeding Floating Interest Payment Date, except for the initial Floating Rate Interest Period, which will be the period from, and including, March 15, 2027 to, but excluding, the
next succeeding Floating Interest Payment Date. During the Floating Rate Period, interest on the notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each a Floating
Interest Payment Date and, together with any Fixed Interest Payment Date, an Interest Payment Date), and interest will be computed on the basis of a 360-day year and
the actual number of days elapsed.
For the purpose of calculating the interest on the notes for each interest period during the Floating
Rate Period when the Benchmark is Three-Month Term SOFR, Three-Month Term SOFR means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Rate Interest
Period, as determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions. See Calculation Agent. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. We will act as the initial calculation agent.
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