Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. The interest rate payable on the Notes shall be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.

Interest Rate Adjustment. The interest rate payable on the Notes shall Note Interest Rate will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’sXxxxx’x”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, Inc., or any successor thereto S&P Global Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes shall Note Interest Rate will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) 2.750% by the percentage set forth opposite that rating: Rating Applicable Rating Agency Level Xxxxx’x* S&P* Percentage 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% 4 B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or 1.00% below 1.00 % Notwithstanding below * Including the foregoing, if equivalent ratings of any Substitute Rating Agency If at any time the interest rate on the Notes Note Interest Rate has been adjusted upward as a result of a decrease in a rating by an Applicable Rating Agency and either Moody’s or S&P, as the case may be, that Applicable Rating Agency subsequently increases its rating of with respect to the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Note Interest Rate will be decreased such that the interest rate for the Notes per annum equals the Original Interest Rate 2.750% plus the percentages percentage set forth opposite the ratings from the tables above rating in effect immediately following the increase. If Moody’s increase in the table above; provided that if Xxxxx’x or any Substitute Rating Agency subsequently increases its rating of the Notes to Baa3 “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating of the Notes to BBB- “BBB-” (or higher its equivalent if with respect to any Substitute Rating Agency) or higher, the Note Interest Rate will be decreased to 2.750%. No adjustment in the Note Interest Rate shall be made solely as a result of an Applicable Rating Agency ceasing to provide a rating. If at any time less than two Applicable Rating Agencies provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of the Company’s Board of Directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the Note Interest Rate pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Applicable Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x and S&P in such table and (c) the Note Interest Rate will increase or decrease, as the case may be, such that the interest rate on per annum equals 2.750% plus the Notes appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the table above (taking into account the provisions of clause (b) above). For so long as (i) only one Applicable Rating Agency provides a rating of the Notes, any increase or decrease in the Note Interest Rate necessitated by a reduction or increase in the rating by that Applicable Rating Agency shall be decreased to twice the Original applicable percentage set forth in the table above and (ii) no Applicable Rating Agency provides a rating of the Notes, the Note Interest RateRate will increase to, or remain at, as the case may be, 4.750%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s Xxxxx’x, S&P or S&Pany Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate for the Notes Note Interest Rate be reduced to below the Original Interest Rate 2.750% or (2) the total increase in the interest rate on the Notes Note Interest Rate exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate4.750%. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The If Xxxxx’x or S&P (or any Substitute Rating Agency) changes its rating of the Notes more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate on increase or decrease with respect to the Notes shall described above relating to such Applicable Rating Agency’s action. The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agenciesany Applicable Rating Agency) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB “A3” (or its equivalent) or higher by Moody’s Xxxxx’x (or any Substitute Rating Agency) and S&P“A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), respectively (or one of these those ratings if only rated by one rating agency)Applicable Rating Agency, in each case with a stable or positive outlook by each of the rating agenciesoutlook.

Interest Rate Adjustment. The interest rate payable on the 2027 Notes shall be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Serviceor S&P (or, Inc.if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or any successor thereto both, as the case may be (“Moody’s”) or Standard & Poor’s Ratings Serviceseach, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&PSubstitute Rating Agency”)) downgrades (or subsequently upgrades) the debt its rating assigned to the 2027 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2027 Notes or for determining when an increase or decrease in the interest rate of the 2027 Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2027 Notes Supplemental Indenture No. 1 (as defined below). If the rating from Moody’s of the 2027 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2027 Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Rate by an amount equal to the percentage sum of the percentages per annum set forth in the following tables opposite that ratingthose ratings: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from A-6 S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if at equivalent ratings of any time Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the 2027 Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day following rules of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the Notes shall this Security will be subject to adjustments from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc., if either Moody’s or any successor thereto (“Moody’s”) S&P ceases to rate this Security or Standard & Poorfails to make a rating of this Security publicly available for reasons outside of the Company’s Ratings Servicescontrol, a division ‘‘nationally recognized statistical rating organization’’ within the meaning of XxXxxx-XxxxRule 15c3- 1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a ‘‘Substitute Rating Agency’’), Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt credit rating assigned to this Security, in the Notes, as set forth manner described below. If the rating from Moody’s (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable on the Notes this Security on the date of their its initial issuance (the “Original Interest Rate”) by plus the percentage set forth opposite that ratingthe ratings from the table below: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate payable on this Security on the Original Interest Rate by date of its initial issuance plus the percentage set forth opposite that ratingthe ratings from the table below: Rating S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes this Security has been adjusted upward and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of the Notes this Security to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall this Security will be decreased such that the interest rate for the Notes this Security equals the Original Interest Rate interest rate payable on this Security on the date of its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or a Substitute Rating Agency, if applicable) subsequently increases its rating of the Notes this Security to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or a Substitute Rating Agency, if applicable) increases its rating to BBB- BBB— (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. In addition, the interest rates on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if this Security becomes rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency, if applicable), respectively (or one of these ratings if this Security is only rated by one rating agency). Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate payable on this Security on the date of its initial issuance or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. No adjustments in the interest rate of this Security shall be made solely as a result of a rating agency ceasing to provide a rating of this Security. If either at any time Moody’s or S&P ceases to provide a rating of this Security for a reason beyond the NotesCompany’s control, the Company will use its commercially reasonable efforts to obtain a rating of this Security from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Security on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of this Security, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate For so long as none of the Notes shall be made solely as Moody’s, S&P or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Notesthis Security, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above If Moody’s or S&P (notwithstanding any subsequent decrease or, in the ratings by either or both rating agencies) andcase, a Substitute Rating Agency, if applicable) changes its rating of this Security more than once during any particular interest period, shall be decreased the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one this Security described above relating to such rating agency)’s action. If the interest rate payable on this Security is increased as described above the term ‘‘interest,’’ as used with respect to this Security, with a stable or positive outlook by each of will be deemed to include any such additional interest unless the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable on the Notes shall Note Interest Rate will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’sXxxxx’x”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, Inc., or any successor thereto S&P Global Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes shall Note Interest Rate will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) 1.350% by the percentage set forth opposite that rating: Rating Applicable Rating Agency Level Xxxxx’x* S&P* Percentage 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% 4 B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or 1.00% below 1.00 % Notwithstanding below * Including the foregoing, if equivalent ratings of any Substitute Rating Agency If at any time the interest rate on the Notes Note Interest Rate has been adjusted upward as a result of a decrease in a rating by an Applicable Rating Agency and either Moody’s or S&P, as the case may be, that Applicable Rating Agency subsequently increases its rating of with respect to the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Note Interest Rate will be decreased such that the interest rate for the Notes per annum equals the Original Interest Rate 1.350% plus the percentages percentage set forth opposite the ratings from the tables above rating in effect immediately following the increase. If Moody’s increase in the table above; provided that if Xxxxx’x or any Substitute Rating Agency subsequently increases its rating of the Notes to Baa3 “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating of the Notes to BBB- “BBB-” (or higher its equivalent if with respect to any Substitute Rating Agency) or higher, the Note Interest Rate will be decreased to 1.350%. No adjustment in the Note Interest Rate shall be made solely as a result of an Applicable Rating Agency ceasing to provide a rating. If at any time less than two Applicable Rating Agencies provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of the Company’s Board of Directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the Note Interest Rate pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Applicable Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x and S&P in such table and (c) the Note Interest Rate will increase or decrease, as the case may be, such that the interest rate on per annum equals 1.350% plus the Notes appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the table above (taking into account the provisions of clause (b) above). For so long as (i) only one Applicable Rating Agency provides a rating of the Notes, any increase or decrease in the Note Interest Rate necessitated by a reduction or increase in the rating by that Applicable Rating Agency shall be decreased to twice the Original applicable percentage set forth in the table above and (ii) no Applicable Rating Agency provides a rating of the Notes, the Note Interest RateRate will increase to, or remain at, as the case may be, 3.350%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s Xxxxx’x, S&P or S&Pany Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate for the Notes Note Interest Rate be reduced to below the Original Interest Rate 1.350% or (2) the total increase in the interest rate on the Notes Note Interest Rate exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate3.350%. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The If Xxxxx’x or S&P (or any Substitute Rating Agency) changes its rating of the Notes more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate on increase or decrease with respect to the Notes shall described above relating to such Applicable Rating Agency’s action. The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agenciesany Applicable Rating Agency) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB “A3” (or its equivalent) or higher by Moody’s Xxxxx’x (or any Substitute Rating Agency) and S&P“A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), respectively (or one of these those ratings if only rated by one rating agency)Applicable Rating Agency, in each case with a stable or positive outlook by each of the rating agenciesoutlook.

Interest Rate Adjustment. The interest rate payable on the 2021 Notes shall be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Serviceor S&P (or, Inc.if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or any successor thereto both, as the case may be (“Moody’s”) or Standard & Poor’s Ratings Serviceseach, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&PSubstitute Rating Agency”)) downgrades (or subsequently upgrades) the debt its rating assigned to the 2021 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2021 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2021 Notes Supplemental Indenture (as defined below). If the rating from Moody’s of the 2021 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2021 Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Rate by an amount equal to the percentage sum of the percentages per annum set forth in the following tables opposite that ratingthose ratings: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if at equivalent ratings of any time Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the 2021 Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day following rules of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the Notes shall Securities will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc.if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the control of the Issuers, or any successor thereto another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected pursuant to the definition of “Rating Agency” in the First Supplemental Indenture (a “Moody’ssubstitute rating agency”) or Standard & Poor’s Ratings Services), a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the NotesSecurities, as set forth in the manner described below. If the rating from assigned by Moody’s of (or any substitute rating agency therefor) to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the sum of the interest rate payable on the Notes Securities on the date of their issuance (the “Original Interest Rate”) by Indenture plus the percentage set forth opposite that rating: Rating the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “S&P Rating”): Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any substitute rating agency. If the rating from assigned by S&P (or any substitute rating agency therefor) of the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the Original Interest Rate by sum of the interest rate payable on the Securities on the date of the Indenture plus the percentage set forth opposite that rating: Rating the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “Xxxxx’x Rating”): S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any substitute rating agency. If at any time the interest rate on the Notes Securities has been adjusted upward increased in accordance with the foregoing, and either Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes Securities to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Securities will be decreased such that the interest rate for the Notes Securities equals the Original Interest Rate sum of the interest rate payable on the Securities on the date of the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any substitute rating agency therefor) subsequently increases upgrades its rating of the Notes Securities to Baa3 (or higher its equivalent, in the case of a substitute rating agency) or higher, and S&P increases (or any substitute rating agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a substitute rating agency) or higher, the interest rate on the Notes shall Securities will be decreased to the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Rating Agency). In addition, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both Rating Agencies) if the Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a substitute rating agency) or higher by Moody’s and S&P (or, in either case, a substitute rating agency therefor), respectively (or one of these ratings if the Securities are only rated by one Rating Agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes Securities be reduced to below the Original Interest Rate interest rate payable on the Securities on the date of the Indenture or (2) the total increase in the interest rate on the Notes Securities exceed 2.00% above the Original Interest Rateinterest rate payable on the date of the Indenture. No adjustments to the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If either at any time Moody’s or S&P ceases to provide a rating of the NotesSecurities, the Issuers will use their commercially reasonable efforts to obtain a rating of the Securities from a substitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such substitute rating agency will be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Securities on the date of the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating, if any, by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Notes Securities necessitated by a reduction downgrade or increase upgrade in the rating by the agency continuing to provide the rating applicable Rating Agency shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide substitute rating agency therefor) provides a rating of the NotesSecurities, the interest rate on the Notes shall Securities will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Securities more than once prior to any particular interest payment date, the last change by such Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action. If the interest rate payable on the Securities is increased as described above, the term “interest,” as used with respect to the Securities, will be deemed to include any such additional interest unless the context otherwise requires. The Trustee in no event shall have any obligation whatsoever to determine the interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease Securities or a change in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agenciesapplicable interest rate.

Interest Rate Adjustment. The interest rate payable on the Notes shall Securities will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc.if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, or any successor thereto another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected pursuant to the definition of “Rating Agency” below (a “Moody’ssubstitute rating agency”) or Standard & Poor’s Ratings Services), a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the NotesSecurities, as set forth in the manner described below. If the rating from assigned by Moody’s of (or any substitute rating agency therefor) to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the sum of the interest rate payable on the Notes Securities on the date of their issuance (the “Original Interest Rate”) by Indenture plus the percentage set forth opposite that rating: the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any substitute rating agency. If the rating from assigned by S&P (or any substitute rating agency therefor) of the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the Original Interest Rate by sum of the interest rate payable on the Securities on the date of the Indenture plus the percentage set forth opposite that rating: the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any substitute rating agency. If at any time the interest rate on the Notes Securities has been adjusted upward increased in accordance with the foregoing, and either Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes Securities to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Securities will be decreased such that the interest rate for the Notes Securities equals the Original Interest Rate sum of the interest rate payable on the Securities on the date of the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any substitute rating agency therefor) subsequently increases upgrades its rating of the Notes Securities to Baa3 (or higher its equivalent, in the case of a substitute rating agency) or higher, and S&P increases (or any substitute rating agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a substitute rating agency) or higher, the interest rate on the Notes shall Securities will be decreased to the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Rating Agency). In addition, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both Rating Agencies) if the Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a substitute rating agency) or higher by Moody’s and S&P (or, in either case, a substitute rating agency therefor), respectively (or one of these ratings if the Securities are only rated by one Rating Agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes Securities be reduced to below the Original Interest Rate interest rate payable on the Securities on the date of the Indenture or (2) the total increase in the interest rate on the Notes Securities exceed 2.00% above the Original Interest Rateinterest rate payable on the date of the Indenture. No adjustments to the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If either at any time Moody’s or S&P ceases to provide a rating of the NotesSecurities, we will use our commercially reasonable efforts to obtain a rating of the Securities from a substitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such substitute rating agency will be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Securities on the date of the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating, if any, by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Notes Securities necessitated by a reduction downgrade or increase upgrade in the rating by the agency continuing to provide the rating applicable Rating Agency shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide substitute rating agency therefor) provides a rating of the NotesSecurities, the interest rate on the Notes shall Securities will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Securities more than once prior to any particular interest payment date, the last change by such Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action. If the interest rate payable on the Notes shall permanently cease to be subject to any adjustment Securities is increased as described above (notwithstanding any subsequent decrease in above, the ratings by either or both rating agencies) and, if applicable, shall be decreased term “interest,” as used with respect to the Original Interest RateSecurities, if will be deemed to include any such additional interest unless the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the then-applicable interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate then-applicable interest rate on the Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate then- applicable interest rate on the Notes plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to then-applicable interest rate on the Original Interest RateNotes (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate then-applicable interest rate on the Notes or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes Any adjustment to the interest rate will be made independently of the quarterly adjustment to the interest rate on the Notes. In this section, the term “then-applicable interest rate” on the Notes means the interest rate determined in accordance with the Indenture without giving effect to any adjustment as described herein. No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the then-applicable interest rate on the Notes plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencieswithin five Business Days.

Interest Rate Adjustment. The interest rate payable on the Notes shall Interest Rate will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades at least two Rating Agencies downgrade (or subsequently upgradesupgrade) the debt rating assigned applicable to the Notes, Notes (a “rating”) as set forth below. If the rating ratings from Moody’s of the Notes is at least two Rating Agencies are decreased to a rating ratings set forth in the immediately following table, the interest rate on the Notes Interest Rate shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) be increased by the percentage sum of the percentages set forth opposite that ratingthe two lowest ratings from such rating agencies as set forth below: Fitch Rating Percentage Interest Rate Adjustment S&P Rating Interest Rate Adjustment Xxxxx’x Rating Interest Rate Adjustment BB+ 0.25 % BB+ 0.25 % Ba1 0.25 % BB 0.50 % BB 0.50 % Ba2 0.50 % BB- 0.75 % BB- 0.75 % Ba3 0.75 % B+ or below 1.00 % B+ or below 1.00 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased subsequent to a decrease at least two Rating Agencies increase or decrease their rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Interest Rate will be increased or decreased such so that the interest rate for the Notes it equals the Original Interest Rate plus (if applicable) the sum of the percentages set forth opposite the applicable ratings from the tables table above in effect immediately following the increase. If Moody’s subsequently increases its rating of increase or decrease for the Notes to Baa3 Rating Agencies that increased or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Ratetheir ratings. Each adjustment to the Interest Rate required by any decrease or increase in a rating set forth aboveabove (an “interest rate adjustment”), whether occasioned by any of the action of Moody’s or S&PRating Agencies, shall be made independent of any and all other adjustments, provided that if the ratings from each of the three Rating Agencies are increased or decreased to ratings set forth in the table above, then only the lowest two of the three ratings shall be used for such interest rate adjustments. In no event shall (1) the interest rate for the Notes Interest Rate be reduced to below the Original Interest Rate or interest rate set forth in Section 1.01(7) above, and (2) the total increase in the interest rate on the Notes Interest Rate exceed 2.00% above the Original Interest Rateinterest rate set forth in Section 1.01(7) above. If either Moody’s or S&P ceases at least two Rating Agencies cease to provide a rating of ratings for the Notes, any subsequent increase or decrease in the interest rate of the Notes Interest Rate necessitated by a reduction or increase in the rating by the agency Rating Agency continuing to provide the rating shall be twice the percentage corresponding to the applicable rating set forth in the applicable table above. No adjustments in the interest rate of the Notes Interest Rate shall be made solely as a result of either Moody’s or S&P two Rating Agencies ceasing to provide a rating. If both Moody’s and S&P all of the Rating Agencies cease to provide a rating of the Notesrating, the interest rate on the Notes shall Interest Rate will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate set forth in Section 1.01(7) above. Any interest rate increase or decrease described above shall adjustment will take effect from the first day of the interest period Interest Period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent increase or decrease in the ratings by either or both rating agencies) andInterest Rate. If the applicable interest rate adjusts up and then subsequently adjusts down during the same Interest Period, if applicable, the Interest Rate shall be decreased to determined based on the Original Interest Rate, if ratings in effect at the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each end of the rating agenciesInterest Period. The Company will notify the Trustee promptly of any interest rate adjustment.

Interest Rate Adjustment. The interest rate payable on the Notes shall this 7.000% Senior Note due 2030 (this “Security”) will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) , S&P or Standard & Poor’s Ratings ServicesFitch, a division of XxXxxx-Xxxxor, Inc.in any case, or any successor thereto (“S&P”) Substitute Rating Agency downgrades (or subsequently upgrades) the debt credit rating assigned to the Senior Notes, as set forth in the manner described below. If the rating from Moody’s (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable first set forth on the Notes on the date face of their issuance (the “Original Interest Rate”) by this Security plus the percentage set forth opposite that rating: Rating the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “S&P Rating” and “Fitch Rating”): Mxxxx’x Rating* Percentage Ba1 Ba2 0.25 % Ba2 Ba3 0.50 % Ba3 B1 0.75 % B1 B2 or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate first set forth on the Original Interest Rate by face of this Security plus the percentage set forth opposite that rating: Rating the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Mxxxx’x Rating” and “Fitch Rating”): S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * including the foregoingequivalent ratings of any Substitute Rating Agency. If the rating from Fitch (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the interest rate first set forth on the face of this Security plus the percentage set forth opposite the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Mxxxx’x Rating” and “S&P Rating”): Fitch Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Senior Notes has been adjusted upward and either any of Moody’s ’s, S&P or S&PFitch (or, in any such case, a Substitute Rating Agency), as the case may be, subsequently increases its rating of the Senior Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes this Security shall be decreased such that the interest rate for this Security shall equal the Notes equals interest rate first set forth on the Original Interest Rate face of this Security plus the percentages set forth opposite the ratings from in the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or any Substitute Rating Agency) subsequently increases its rating of the Senior Notes to Baa3 Ba1 (or higher and its equivalent, in the case of a Substitute Rating Agency) or higher, S&P (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher and Fitch (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate first set forth on the face of this Security. In addition, the interest rate on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all Rating Agencies) if the Senior Notes become rated Baa2, BBB and BBB (or the equivalent of any such rating, in the case of a Substitute Rating Agency) or higher by any two of Mxxxx’x, S&P and Fitch (or, in any case, a Substitute Rating Agency thereof), respectively. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&PFitch (or, in any case, a Substitute Rating Agency), shall be made independent of any and all other adjustments. In ; provided, however, that in no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate first set forth on the face of this Security or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate first set forth on the face of this Security. No adjustments in the interest rate of this Security shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Senior Notes. If either at any time Moody’s ’s, S&P or S&P Fitch ceases to provide a rating of the NotesSenior Notes for any reason, the Company will use its commercially reasonable efforts to obtain a rating of the Senior Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above, (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Senior Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker or any other independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate first set forth on the face of this Security plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency). For so long as only one of Moody’s, S&P or Fitch provides a rating of the Senior Notes and no Substitute Rating Agency has replaced the other Rating Agency, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments For so long as any two of Moody’s, S&P or Fitch provide a rating of the Senior Notes and no Substitute Rating Agencies have replaced the other Rating Agencies, any subsequent increase or decrease in the interest rate of this Security necessitated by a reduction or increase in the Notes ratings by the Rating Agencies providing the ratings shall be made solely as set forth in the applicable tables above. For so long as none of Mxxxx’x, S&P, Fitch or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Senior Notes, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate first set forth on the face of this Security. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s, S&P or Fitch (or, in any case, a Substitute Rating Agency) changes its rating of the Senior Notes more than once during any particular interest period, the last change in such interest period by such Rating Agency will control for purposes of any interest rate on the Notes shall permanently cease increase or decrease with respect to be subject to any adjustment this Security described above (notwithstanding relating to such Rating Agency’s action. If the interest rate payable on this Security is increased as described above, the term “interest,” as used with respect to the Senior Notes and this Security, will be deemed to include any subsequent such additional interest unless the context otherwise requires. The Company shall promptly provide an officer’s certificate to the Trustee and the Paying Agent on becoming aware of any decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased assigned to the Original Interest RateSenior Notes by any of Moody’s, if the Notes become rated Baa2 and BBB S&P or higher by Moody’s and S&P, respectively Fitch (or one of these ratings if only rated by one rating agencyany Substitute Rating Agency), with a stable or positive outlook by each of . Neither the Trustee nor the Paying Agent shall have any obligation to monitor the rating agencies.assigned to the Senior Notes. For purposes of this “Interest Rate Adjustment” section, the following definitions are applicable:

Interest Rate Adjustment. The interest rate payable on the Notes shall this Security will be subject to adjustments from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc., if either Moody’s or any successor thereto (“Moody’s”) S&P ceases to rate this Security or Standard & Poorfails to make a rating of this Security publicly available for reasons outside of the Company’s Ratings Servicescontrol, a division ‘‘nationally recognized statistical rating organization’’ within the meaning of XxXxxxRule 15c3-Xxxx1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a ‘‘Substitute Rating Agency’’), Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt credit rating assigned to this Security, in the Notes, as set forth manner described below. If the rating from Moody’s (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable on the Notes this Security on the date of their its initial issuance (the “Original Interest Rate”) by plus the percentage set forth opposite that ratingthe ratings from the table below: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate payable on this Security on the Original Interest Rate by date of its initial issuance plus the percentage set forth opposite that ratingthe ratings from the table below: Rating S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes this Security has been adjusted upward and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of the Notes this Security to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall this Security will be decreased such that the interest rate for the Notes this Security equals the Original Interest Rate interest rate payable on this Security on the date of its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or a Substitute Rating Agency, if applicable) subsequently increases its rating of the Notes this Security to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or a Substitute Rating Agency, if applicable) increases its rating to BBB- BBB— (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. In addition, the interest rates on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if this Security becomes rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency, if applicable), respectively (or one of these ratings if this Security is only rated by one rating agency). Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate payable on this Security on the date of its initial issuance or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. No adjustments in the interest rate of this Security shall be made solely as a result of a rating agency ceasing to provide a rating of this Security. If either at any time Moody’s or S&P ceases to provide a rating of this Security for a reason beyond the NotesCompany’s control, the Company will use its commercially reasonable efforts to obtain a rating of this Security from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Security on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of this Security, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate For so long as none of the Notes shall be made solely as Moody’s, S&P or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Notesthis Security, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above If Moody’s or S&P (notwithstanding any subsequent decrease or, in the ratings by either or both rating agencies) andcase, a Substitute Rating Agency, if applicable) changes its rating of this Security more than once during any particular interest period, shall be decreased the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one this Security described above relating to such rating agency)’s action. If the interest rate payable on this Security is increased as described above the term ‘‘interest,’’ as used with respect to this Security, with a stable or positive outlook by each of will be deemed to include any such additional interest unless the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable on the Notes shall this 6.125% Senior Note due 2025 (this “Security”) will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) , S&P or Standard & Poor’s Ratings ServicesFitch, a division of XxXxxx-Xxxxor, Inc.in any case, or any successor thereto (“S&P”) Substitute Rating Agency downgrades (or subsequently upgrades) the debt credit rating assigned to the Senior Notes, as set forth in the manner described below. If the rating from Moody’s (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable first set forth on the Notes on the date face of their issuance (the “Original Interest Rate”) by this Security plus the percentage set forth opposite that rating: Rating the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “S&P Rating” and “Fitch Rating”): Xxxxx’x Rating* Percentage Ba1 Ba2 0.25 % Ba2 Ba3 0.50 % Ba3 B1 0.75 % B1 B2 or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate first set forth on the Original Interest Rate by face of this Security plus the percentage set forth opposite that rating: Rating the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Xxxxx’x Rating” and “Fitch Rating”): S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * including the foregoingequivalent ratings of any Substitute Rating Agency. If the rating from Fitch (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the interest rate first set forth on the face of this Security plus the percentage set forth opposite the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Xxxxx’x Rating” and “S&P Rating”): Fitch Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Senior Notes has been adjusted upward and either any of Moody’s ’s, S&P or S&PFitch (or, in any such case, a Substitute Rating Agency), as the case may be, subsequently increases its rating of the Senior Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes this Security shall be decreased such that the interest rate for this Security shall equal the Notes equals interest rate first set forth on the Original Interest Rate face of this Security plus the percentages set forth opposite the ratings from in the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or any Substitute Rating Agency) subsequently increases its rating of the Senior Notes to Baa3 Ba1 (or higher and its equivalent, in the case of a Substitute Rating Agency) or higher, S&P (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher and Fitch (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate first set forth on the face of this Security. In addition, the interest rate on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any or all Rating Agencies) if the Senior Notes become rated Baa2, BBB and BBB (or the equivalent of any such rating, in the case of a Substitute Rating Agency) or higher by any two of Xxxxx’x, S&P and Fitch (or, in any case, a Substitute Rating Agency thereof), respectively. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&PFitch (or, in any case, a Substitute Rating Agency), shall be made independent of any and all other adjustments. In ; provided, however, that in no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate first set forth on the face of this Security or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate first set forth on the face of this Security. No adjustments in the interest rate of this Security shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Senior Notes. If either at any time Moody’s ’s, S&P or S&P Fitch ceases to provide a rating of the NotesSenior Notes for any reason, the Company will use its commercially reasonable efforts to obtain a rating of the Senior Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above, (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Senior Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker or any other independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s, S&P or Fitch, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate first set forth on the face of this Security plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency). For so long as only one of Moody’s, S&P or Fitch provides a rating of the Senior Notes and no Substitute Rating Agency has replaced the other Rating Agency, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments For so long as any two of Moody’s, S&P or Fitch provide a rating of the Senior Notes and no Substitute Rating Agencies have replaced the other Rating Agencies, any subsequent increase or decrease in the interest rate of this Security necessitated by a reduction or increase in the Notes ratings by the Rating Agencies providing the ratings shall be made solely as set forth in the applicable tables above. For so long as none of Xxxxx’x, S&P, Fitch or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Senior Notes, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate first set forth on the face of this Security. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s, S&P or Fitch (or, in any case, a Substitute Rating Agency) changes its rating of the Senior Notes more than once during any particular interest period, the last change in such interest period by such Rating Agency will control for purposes of any interest rate on the Notes shall permanently cease increase or decrease with respect to be subject to any adjustment this Security described above (notwithstanding relating to such Rating Agency’s action. If the interest rate payable on this Security is increased as described above, the term “interest,” as used with respect to the Senior Notes and this Security, will be deemed to include any subsequent such additional interest unless the context otherwise requires. The Company shall promptly provide an officer’s certificate to the Trustee and the Paying Agent on becoming aware of any decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased assigned to the Original Interest RateSenior Notes by any of Moody’s, if the Notes become rated Baa2 and BBB S&P or higher by Moody’s and S&P, respectively Fitch (or one of these ratings if only rated by one rating agencyany Substitute Rating Agency), with a stable or positive outlook by each of . Neither the Trustee nor the Paying Agent shall have any obligation to monitor the rating agencies.assigned to the Senior Notes. For purposes of this “Interest Rate Adjustment” section, the following definitions are applicable:

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’s”, which term shall include any successor thereto) or Standard & Poor’s Ratings Rating Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto Inc. (“S&P”) , which term shall include any successor thereto and together with Moody’s, each a “Rating Agency”), downgrades (or subsequently upgrades) the debt rating assigned applicable to the Notes, Notes (a “rating”) as set forth below. If the rating from Moody’s of the Notes Xxxxx’x is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”that set forth in section 1.01(7) above by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 0.50 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate that set forth in section 1.01(7) above by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 0.50 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoingIf, if at any time the following an interest rate on the Notes has been adjusted upward and either adjustment, Moody’s or S&P, as the case may be, S&P subsequently increases or decreases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on of the Notes shall will be increased or decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate set forth in section 1.01(7) above plus (1) the percentages interest rate adjustment, if any, then in effect resulting from an increase or decrease in the other Rating Agency’s rating and (2) the percentage set forth opposite the ratings applicable rating from the tables applicable table above in effect immediately following for the increase. If Moody’s subsequently increases Rating Agency that increased or decreased its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Raterating. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for on the Notes be reduced to below the Original Interest Rate or interest rate set forth in section 1.01(7) above, and (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate set forth in section 1.01(7) above. If, following an interest rate adjustment, Moody’s subsequently increases its rating to Baa3 or higher and S&P increases its rating to BBB- or higher, the interest rate on the Notes will remain at, or be decreased to, as the case may be, the interest rate set forth in section 1.01(7) above and no subsequent downgrades in a rating shall result in an adjustment of the interest rate on the Notes as provided herein. If either Moody’s or S&P ceases to provide a rating of the Notesrating, any subsequent increase or decrease in the interest rate of on the Notes necessitated by a reduction or increase in the rating by the agency Rating Agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above, and the required ratings increase set forth in the last sentence of the preceding paragraph shall only apply to the Rating Agency continuing to provide the rating. No adjustments in the interest rate of on the Notes shall be made solely as a result of either Moody’s or S&P (but not both) ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notesrating, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating change requires an adjustment set forth in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agenciessection 1.01(7) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agenciesabove.

Interest Rate Adjustment. The interest rate payable on the each series of Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors ServiceMoody's (or, Inc.if applicable, or any successor thereto (“Moody’s”Substitute Rating Agency) or Standard & Poor’s Ratings ServicesS&P (or, a division of XxXxxx-Xxxxif applicable, Inc., or any successor thereto (“S&P”Substitute Rating Agency) downgrades (or subsequently upgrades) the debt rating assigned to the such series of Notes, as set forth below. If the rating ratings from Moody’s of 's or S&P (or, in either case if applicable, any Substitute Rating Agency) with respect to the Notes of a series is decreased to a rating set forth in the immediately following tabletable with respect to that Rating Agency, the per annum interest rate on the Notes shall of such series will increase from the interest rate payable that set forth on the Notes on face of the date of their issuance (the “Original Interest Rate”) applicable Note by the percentage set forth opposite that rating: Rating Agency Rating Level Moody’s* S&P* Percentage 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% B1 4 B l or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency If at any time the interest rate on the any series of Notes has been adjusted upward as a result of a decrease in a rating by a Rating Agency and either Moody’s or S&P, as the case may be, that Rating Agency subsequently increases its rating with respect to such series of the Notes to any of the threshold ratings set forth above, the per annum interest rate on that series of Notes will be decreased such that the per annum interest rate equals the interest rate set forth on the face of the applicable Note plus the percentage set forth opposite the rating in effect immediately following the increase in the tables table above; provided that if Moody's or any Substitute Rating Agency subsequently increases its rating of any series of Notes to "Baa3" (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating of any series of Notes to "BBB-" (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on that series of Notes will be decreased to the per annum interest rate on that series of Notes set forth on the face of the applicable Note. No adjustment in the interest rate of any series of Notes shall be decreased made solely as a result of a Rating Agency ceasing to provide a rating. If at any time less than two Rating Agencies provide a rating of any series of Notes, the Issuer will use its commercially reasonable efforts to obtain a rating of that series of Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency rates that series of Notes, for purposes of determining any increase or decrease in the per annum interest rate on that series of Notes pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of that series of Notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody's and S&P in such table and (c) the per annum interest rate on that series of Notes will increase or decrease, as the case may be, such that the interest rate for the Notes equals the Original Interest Rate interest rate set forth on the face of the applicable Note plus the percentages appropriate percentage, if any, set forth opposite the ratings rating from such Substitute Rating Agency in the tables table above in effect immediately following (taking into account the increaseprovisions of clause (b) above). If Moody’s subsequently increases its For so long as (i) only one Rating Agency provides a rating of any series of Notes, any increase or decrease in the interest rate of that series of Notes to Baa3 necessitated by a reduction or higher increase in the rating by that Rating Agency shall be twice the applicable percentage set forth in the table above and S&P increases its (ii) no Rating Agency provides a rating to BBB- or higher of any series of Notes, the interest rate on that series of Notes will increase to, or remain at, as the Notes shall be decreased to case may be, 2.00% above the Original Interest Rateinterest rate set forth on the face of the applicable Note. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s 's, S&P or S&Pany Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1l) the per annum interest rate on any series of Notes be reduced below the interest rate for set forth on the Notes be reduced face of the applicable Note with respect to below the Original Interest Rate such series or (2) the total increase in the per annum interest rate on the any series of Notes exceed a rate that is 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating interest rate set forth on the face of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest RateNote. Any interest rate increase or decrease described above shall will take effect from on the first next business day of after the interest period during which a rating change requires an adjustment in the interest ratehas occurred. The interest rate rates on the any series of Notes shall will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either any Rating Agency) if that series of Notes becomes rated "A3" (or both rating agenciesits equivalent) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s 's (or any Substitute Rating Agency) and S&P"A-" (or its equivalent) or higher by S&P (or any Substitute Rating Agency), respectively (or one of these those ratings if only rated by one rating agency)Rating Agency, in each case with a stable or positive outlook by outlook. The Issuer will provide written notice to the Trustee at any time that a Xxxx xx Agency, or Substitute Rating Agency, if applicable, adjusts the ratings applicable to each series of Notes. The Issuer will provide written notice to the Trustee upon selection of a Substitute Rating Agency, which notice shall perm it the Trustee to conclusively rely upon the rating agenciesof each series of Notes assigned by such Substitute Rating Agency.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the then-applicable interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Moody’s Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate then-applicable interest rate on the Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Moody’s Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate then- applicable interest rate on the Notes plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to then-applicable interest rate on the Original Interest RateNotes (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate then-applicable interest rate on the Notes or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes Any adjustment to the interest rate will be made independently of the quarterly adjustment to the interest rate on the Notes. In this section, the term “then-applicable interest rate” on the Notes means the interest rate determined in accordance with the Indenture without giving effect to any adjustment as described herein. No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the then-applicable interest rate on the Notes plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencieswithin five Business Days.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Moody’s Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate interest rate payable on the Notes on the date of initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Moody’s Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate payable on the Notes on the date of initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to interest rate payable on the Original Interest RateNotes on the date of initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate interest rate payable on the Notes on the date of initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease within five Business Days. ABBREVIATIONS The following abbreviations, when used in the ratings by either or both rating agencies) and, if applicableinscription on the face of this instrument, shall be decreased construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the Original Interest Rateentireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. ASSIGNMENT FORM To assign this Note, if fill in the Notes become rated Baa2 following form: FOR VALUE RECEIVED, the undersigned hereby sell(s) and BBB transfer(s) unto (please insert Social Security or higher by Moody’s other identifying number of assignee) PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Note and S&Pall rights thereunder, respectively (or one hereby irrevocably constituting and appointing agent to transfer said Note on the books of these ratings if only rated by one rating agency)the Company, with a stable or positive outlook by each full power of substitution in the premises. Dated: , _____________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the rating agencieswithin instrument in every particular without alteration or enlargement, or any change whatsoever.

Interest Rate Adjustment. The interest rate payable on the 2023 Notes shall be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Serviceor S&P (or, Inc.if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or any successor thereto both, as the case may be (“Moody’s”) or Standard & Poor’s Ratings Serviceseach, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&PSubstitute Rating Agency”)) downgrades (or subsequently upgrades) the debt its rating assigned to the 2023 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2023 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2023 Notes Supplemental Indenture (as defined below). If the rating from Moody’s of the 2023 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2023 Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Rate by an amount equal to the percentage sum of the percentages per annum set forth in the following tables opposite that ratingthose ratings: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if at equivalent ratings of any time Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the 2023 Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day following rules of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the Notes shall Securities will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc.if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, or any successor thereto another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected pursuant to the definition of “Rating Agency” below (a “Moody’ssubstitute rating agency”) or Standard & Poor’s Ratings Services), a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the NotesSecurities, as set forth in the manner described below. If the rating from assigned by Moody’s of (or any substitute rating agency therefor) to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the sum of the interest rate payable on the Notes Securities on the date of their issuance (the “Original Interest Rate”) by Indenture plus the percentage set forth opposite that rating: the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any substitute rating agency. If the rating from assigned by S&P (or any substitute rating agency therefor) of the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall Securities will increase from such that it will equal the Original Interest Rate by sum of the interest rate payable on the Securities on the date of the Indenture plus the percentage set forth opposite that rating: the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any substitute rating agency. If at any time the interest rate on the Notes Securities has been adjusted upward increased in accordance with the foregoing, and either Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes Securities to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Securities will be decreased such that the interest rate for the Notes Securities equals the Original Interest Rate sum of the interest rate payable on the Securities on the date of the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any substitute rating agency therefor) subsequently increases upgrades its rating of the Notes Securities to Baa3 (or higher its equivalent, in the case of a substitute rating agency) or higher, and S&P increases (or any substitute rating agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a substitute rating agency) or higher, the interest rate on the Notes shall Securities will be decreased to the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Rating Agency). In addition, the interest rate on the Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both Rating Agencies) if the Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a substitute rating agency) or higher by Moody’s and S&P (or, in either case, a substitute rating agency therefor), respectively (or one of these ratings if the Securities are only rated by one Rating Agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes Securities be reduced to below the Original Interest Rate interest rate payable on the Securities on the date of the Indenture or (2) the total increase in the interest rate on the Notes Securities exceed 2.00% above the Original Interest Rateinterest rate payable on the date of the Indenture. No adjustments to the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If either at any time Moody’s or S&P ceases to provide a rating of the NotesSecurities, we will use our commercially reasonable efforts to obtain a rating of the Securities from a substitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the tables above, (a) such substitute rating agency will be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Securities on the date of the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating, if any, by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Notes Securities necessitated by a reduction downgrade or increase upgrade in the rating by the agency continuing to provide the rating applicable Rating Agency shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide substitute rating agency therefor) provides a rating of the NotesSecurities, the interest rate on the Notes shall Securities will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Securities on the date of the Indenture. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Securities more than once prior to any particular interest payment date, the last change by such Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action. If the interest rate payable on the Notes shall permanently cease to be subject to any adjustment Securities is increased as described above (notwithstanding any subsequent decrease in above, the ratings by either or both rating agencies) and, if applicable, shall be decreased term “interest,” as used with respect to the Original Interest RateSecurities, if will be deemed to include any such additional interest unless the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable If the rating on the Notes shall be subject to adjustments notes from time to time if either Xxxxx’x Mxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’s”) or ), Standard & Poor’s Ratings Services, a division of XxXxxxMxXxxx-Xxxx, Inc., or any successor thereto Inc. (“S&P”), or Fitch Ratings (“Fitch”) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of the Notes is decreased to a rating set forth in the immediately following table, the per annum interest rate on the Notes shall notes will increase from the interest rate payable that set forth on the Notes on the date cover page of their issuance (the “Original Interest Rate”) this prospectus supplement by the percentage set forth opposite that rating: Rating Rating Agency Levels Mxxxx’x S&P Fitch Percentage 1 Ba1 0.25 BB+ BB+ 0.25% 2 Ba2 0.50 BB BB 0.50% 3 Ba3 0.75 BB- BB- 0.75% 4 B1 or below 1.00 B or below B or below 1.00% If the rating from any of Moody’s, S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, Fitch subsequently increases its rating of with respect to the Notes notes to any of the threshold ratings set forth in the tables above, the per annum interest rate on the Notes shall such notes will be decreased such that the per annum interest rate for the Notes equals the Original Interest Rate interest rate set forth on the cover page of this prospectus supplement plus the percentages set forth opposite applicable to the lowest two ratings from the tables above levels of Mxxxx’x, S&P and Fitch in effect immediately following the increase. If In determining the increase or decrease, if any, the percentage applicable to the lowest two ratings levels of Moody’s subsequently increases its rating of the Notes to Baa3 or higher , S&P and S&P increases its rating to BBB- or higher the interest rate on the Notes Fitch shall be decreased to the Original Interest Rateused. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&PFitch, shall be made independent of any and all other adjustments. In no event shall (1) the per annum interest rate for the Notes on a series of notes be reduced to below the Original Interest Rate or interest rate set forth on the cover page of this prospectus supplement, and (2) the total increase in the per annum interest rate on the Notes a series of notes exceed 2.00% above the Original Interest Rateinterest rate set forth on the cover page of this prospectus supplement. If either any of two of Moody’s ’s, S&P or S&P Fitch ceases to provide a rating of the Notesnotes, any subsequent increase or decrease in the interest rate of the Notes notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes notes shall be made solely as a result of either Moody’s ’s, S&P or S&P Fitch ceasing to provide a rating. If both Moody’s all of Mxxxx’x, S&P and S&P Fitch cease to provide a rating of the Notesnotes, the interest rate on the Notes shall notes will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the notes on the date of their issuance. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate rates on the Notes shall a series of notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become series of notes becomes rated Baa2 and BBB A3, A- or A- or higher by Moody’s any two of Mxxxx’x, S&P and S&PFitch, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each both such rating agencies. Interest Payment Dates: March 15 and September 15, commencing March 15, 2008 Price to Public: 99.671% Benchmark Treasury: UST 4.75% due August 15, 2017 Benchmark Treasury Yield: 4.345% Spread to Benchmark Treasury: + 200 bps Yield: 6.345% Make-Whole Call: T + 30 bps Expected Settlement Date: September 17, 2007 CUSIP: 418056 AP 2 Anticipated Ratings: Baa2 (Stable) by Mxxxx’x Investors Service, Inc. BBB (Stable) by Standard & Poor’s Ratings Services BBB (Stable) by Fitch Ratings Joint Book-Running Managers: Banc of America Securities LLC Citigroup Global Markets Inc. Co-Managers: Greenwich Capital Markets Inc. Mxxxxx Sxxxxxx & Co. Incorporated BNP PARIBAS Securities Corp. Commerzbank Capital Markets Corp. Barclays Capital Inc. Mellon Securities LLC Scotia Capital (USA) Inc. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at (000) 000-0000 or Citigroup Global Markets Inc. toll free at 1-877-858-5407. Exhibit A-1 Form of Ropes & Gxxx LLP Opinion September 17, 2000 Xxxx xx Xxxxxxx Securities LLC Citigroup Global Markets Inc. As representatives of the rating agenciesseveral underwriters named in Schedule I to the Underwriting Agreement c/o Banc of America Securities LLC 9 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Hasbro, Inc. – 6.30% Notes due 2017 Ladies and Gentlemen: We have acted as counsel for Hasbro, Inc., a Rhode Island corporation (the “Company”), in connection with the purchase today by the Underwriters pursuant to the underwriting agreement dated September 12, 2007 (the “Underwriting Agreement”) among the Company and you, as representatives of the several underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), of $350,000,000 aggregate principal amount of the Company’s 6.30% Notes due 2017 (the “Securities”), issued pursuant to the indenture dated as of March 15, 2000, as supplemented by a supplemental indenture dated as of September 17, 2007 (the “Indenture”) between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). This opinion is being furnished to you pursuant to Section 6(b) of the Underwriting Agreement. Capitalized terms defined in the Underwriting Agreement and not otherwise defined herein are used herein with the meanings so defined. We have examined signed copies of the registration statement of the Company on Form S-3 (No. 333-145947) filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2007, all documents incorporated therein by reference and all exhibits to said registration statement; the Prospectus dated September 11, 2007, the Preliminary Prospectus Supplement dated September 11, 2007 and the Prospectus Supplement dated September 12, 2007 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”); an executed copy of the Underwriting Agreement; an executed copy of the Indenture; and the Statement of Eligibility of the Trustee on Form T-1 filed as an exhibit to the Registration Statement. The Underwriting Agreement, the Securities and the Indenture are collectively referred to herein as the “Company Agreements.” We have also examined and relied upon the original or copies of (i) the Restated Articles of Incorporation of the Company, as amended, as certified as of a recent date by the Secretary of the State of Rhode Island (the “Articles of Incorporation”), (ii) a certificate dated as of a recent date of the Secretary of State of the State of Rhode Island as to the good standing of the Company under the laws of the State of Rhode Island, (iii) the Amended and Restated Bylaws of the Company, (iv) such records of corporate proceedings as we deemed material, and (v) the documents delivered on the date hereof in connection with the closing of the sale of Securities to you. We have assumed the genuineness of the signatures on all documents submitted to us as originals and the conformity to the corresponding originals of all documents submitted to us as copies. We express no opinion as to the laws of any jurisdiction other than the Rhode Island Business Corporation Act, the federal laws of the United States of America and, for purposes of our opinion in paragraphs 4 and 5 below, the laws of the State of New York. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Company, we have made inquiries to the extent we believe reasonable with respect to such matters and have relied upon representations made by the Company in the Underwriting Agreement and representations made to us by one or more officers of the Company. For purposes of our opinion expressed in paragraph 1, we have relied exclusively on a certificate of public officials in the State of Rhode Island. Based upon and subject to the foregoing, we are of the opinion that:

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their initial issuance (of the “Original Interest Rate”) Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 0.25% Ba3 0.75 0.50% B1 0.75% B2 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate interest rate payable on the date of initial issuance of the Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate payable on the date of initial issuance of the Notes plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 Ba1 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to interest rate payable on the Original Interest Ratedate of initial issuance of the Notes (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate interest rate payable on the date of initial issuance of the Notes or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate payable on the date of initial issuance of the Notes. No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the date of initial issuance of the Notes plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the date of initial issuance of the Notes. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the Holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease within five Business Days of such rating change. ABBREVIATIONS The following abbreviations, when used in the ratings by either or both rating agencies) and, if applicableinscription on the face of this instrument, shall be decreased construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the Original Interest Rateentireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian for (Cust) (Minor) Under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not on the above list. ASSIGNMENT FORM To assign this Note, if fill in the Notes become rated Baa2 following form: FOR VALUE RECEIVED, the undersigned hereby sell(s) and BBB transfer(s) unto (please insert Social Security or higher by Moody’s other identifying number of assignee) PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Note and S&Pall rights thereunder, respectively (or one hereby irrevocably constituting and appointing agent to transfer said Note on the books of these ratings if only rated by one rating agency)the Company, with a stable or positive outlook by each full power of substitution in the rating agencies.premises. Dated: ,

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate interest rate payable on the Notes on the date of initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate payable on the Notes on the date of initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to interest rate payable on the Original Interest RateNotes on the date of initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate interest rate payable on the Notes on the date of initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease within five Business Days. ABBREVIATIONS The following abbreviations, when used in the ratings by either or both rating agencies) and, if applicableinscription on the face of this instrument, shall be decreased construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the Original Interest Rateentireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. ASSIGNMENT FORM To assign this Note, if fill in the Notes become rated Baa2 following form: FOR VALUE RECEIVED, the undersigned hereby sell(s) and BBB transfer(s) unto (please insert Social Security or higher by Moody’s other identifying number of assignee) PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Note and S&Pall rights thereunder, respectively (or one hereby irrevocably constituting and appointing agent to transfer said Note on the books of these ratings if only rated by one rating agency)the Company, with a stable or positive outlook by each full power of substitution in the premises. Dated: ______________ ___, _____ _____________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the rating agencieswithin instrument in every particular without alteration or enlargement, or any change whatsoever.

Interest Rate Adjustment. The interest rate payable on the 2019 Notes shall be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Serviceor S&P (or, Inc.if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or any successor thereto both, as the case may be (“Moody’s”) or Standard & Poor’s Ratings Serviceseach, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&PSubstitute Rating Agency”)) downgrades (or subsequently upgrades) the debt its rating assigned to the 2019 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2019 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2019 Notes Supplemental Indenture (as defined below). If the rating from Moody’s of the 2019 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2019 Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Rate by an amount equal to the percentage sum of the percentages per annum set forth in the following tables opposite that ratingthose ratings: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if at equivalent ratings of any time Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the 2019 Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day following rules of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.interpretation will apply:

Interest Rate Adjustment. (a) The interest rate payable on the Notes shall this Note will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto Services (“S&P”), or, if either Moody’s or S&P ceases to rate this Note or fails to make a rating of this Note publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a “substitute rating agency”), downgrades (or subsequently upgrades) the debt rating assigned applicable to the Notes, notes (a “rating”) as set forth below. If the rating from Moody’s of the Notes (or a substitute rating agency therefor) applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Note shall increase from the interest rate payable that set forth on the Notes on the date face of their issuance (the “Original Interest Rate”) this Note by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 % 25 basis points Ba2 0.50 % 50 basis points Ba3 0.75 % 75 basis points B1 or below 1.00 % 100 basis points If the rating from S&P of the Notes (or a substitute rating agency therefor) applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Note shall increase from the Original Interest Rate interest rate set forth on the face of this Note by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % 25 basis points BB 0.50 % 50 basis points BB- 0.75 % 75 basis points B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either 100 basis points If Moody’s or S&PS&P (or, as the case may bein either case, a substitute rating agency therefor) subsequently increases its rating of the Notes applicable to this Note to any of the threshold ratings set forth in the tables above, the interest rate on the Notes this Note shall be decreased such that the interest rate for the Notes this Note equals the Original Interest Rate interest rate set forth on the face of this Note plus the percentages percentage set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’s”, which term shall include any successor thereto) or Standard & Poor’s Ratings Rating Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto Inc. (“S&P”) , which term shall include any successor thereto and together with Moody’s, each a “Rating Agency”), downgrades (or subsequently upgrades) the debt rating assigned applicable to the Notes, Notes (a “rating”) as set forth below. If the rating from Moody’s of the Notes Xxxxx’x is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”that set forth in section 1.01(a)(7) above by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 .25% Ba2 0.50 .50% Ba3 0.75 .75% B1 or below 1.00 1.00% If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate that set forth in section 1.01(a)(7) above by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 .25% BB 0.50 .50% BB- 0.75 .75% B+ or below 1.00 1.00% Notwithstanding the foregoingIf, if at any time the following an interest rate on the Notes has been adjusted upward and either adjustment, Moody’s or S&P, as the case may be, S&P subsequently increases or decreases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on of the Notes shall will be increased or decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate set forth in section 1.01(a)(7) above plus (1) the percentages interest rate adjustment, if any, then in effect resulting from an increase or decrease in the other Rating Agency’s rating and (2) the percentage set forth opposite the ratings applicable rating from the tables applicable table above in effect immediately following for the increase. If Moody’s subsequently increases Rating Agency that increased or decreased its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Raterating. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for on the Notes be reduced to below the Original Interest Rate or interest rate set forth in section 1.01(a)(7) above, and (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate set forth in section 1.01(a)(7) above. If, following an interest rate adjustment, Moody’s increases its rating to Baa3 or higher and S&P increases its rating to BBB- or higher, the interest rate on the Notes will remain at, or be decreased to, as the case may be, the interest rate set forth in section 1.01(a)(7) above and no subsequent downgrades in a rating shall result in an adjustment of the interest rate on the Notes as provided herein. If either Moody’s or S&P ceases to provide a rating of the Notesrating, any subsequent increase or decrease in the interest rate of on the Notes necessitated by a reduction or increase in the rating by the agency Rating Agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above, and the required ratings increase set forth in the last sentence of the preceding paragraph shall only apply to the Rating Agency continuing to provide the rating. No adjustments in the interest rate of on the Notes shall be made solely as a result of either Moody’s or S&P (but not both) ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notesrating, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate set forth in section 1.01(a)(7) above. Any interest rate increase or decrease decrease, as described above shall above, will take effect from the first day of the interest period Interest Period during which a rating change requires an adjustment in the interest rate. The Issuer will notify the Trustee promptly of any interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agenciesadjustment.

Interest Rate Adjustment. (a) The interest rate payable on the Notes shall this Note will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto Services (“S&P”), or, if either Moody’s or S&P ceases to rate this Note or fails to make a rating of this Note publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a “substitute rating agency”), downgrades (or subsequently upgrades) the debt rating assigned applicable to the Notes, notes (a “rating”) as set forth below. If the rating from Moody’s of the Notes (or a substitute rating agency therefor) applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Note shall increase from the interest rate payable that set forth on the Notes on the date face of their issuance (the “Original Interest Rate”) this Note by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 % 25 basis points Ba2 0.50 % 50 basis points Ba3 0.75 % 75 basis points B1 or below 1.00 % 100 basis points If the rating from S&P of the Notes (or a substitute rating agency therefor) applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Note shall increase from the Original Interest Rate interest rate set forth on the face of this Note by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % 25 basis points BB 0.50 % 50 basis points BB- 0.75 % 75 basis points B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either 100 basis points If Moody’s or S&PS&P (or, as the case may bein either case, a substitute rating agency therefor) subsequently increases its rating of the Notes applicable to this Note to any of the threshold ratings set forth in the tables above, the interest rate on the Notes this Note shall be decreased such that the interest rate for the Notes this Note equals the Original Interest Rate interest rate set forth on the face of this Note plus the percentages percentage set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes this Note be reduced to below the Original Interest Rate 4.000%, or (2) the total increase in the interest rate on the Notes this Note exceed 2.00% above 4.000%. If Moody’s (or a substitute rating agency therefor) increases its rating applicable to this Note to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to this Note to BBB+ or higher (or one of these ratings if the Original Interest Ratenotes are only rated by one rating agency), the interest rate on this Note shall remain at, or be decreased to, as the case may be, 4.000% (and if one such upgrade occurs and the other does not, the interest rate on this Note shall be decreased so that it does not reflect any increase attributable to the upgrading ratings agency), and no subsequent downgrades in a rating shall result in an adjustment of the interest rates on this Note as provided herein. If at any time Moody’s or S&P (or, in either case, a substitute rating agency therefor) ceases to provide a rating of this Note for reasons outside of the Company’s control, the Company shall use its commercially reasonable efforts to obtain a rating of this Note from a substitute ratings agency, to the extent one exists, and if a substitute ratings agency exists, for purposes of determining any increase or decrease in the interest rate on this Note pursuant to the tables above (1) such substitute ratings agency shall be substituted for the ratings agency which has since ceased to provide such rating, (2) the relative rating scale used by such substitute ratings agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute ratings agency, such ratings shall be deemed to be the equivalent ratings used by the ratings agency which has since ceased to provide such rating in such table and (3) the interest rate on this Note shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Note on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such substitute ratings agency in the applicable table above (taking into account the provisions of clause (2) above), plus any applicable percentage resulting from a decreased rating by the other ratings agency. If either Moody’s or S&P (or, in either case, a substitute rating agency therefor) ceases to provide a rating of this Note and the NotesCompany has not replaced such rating agency with a substitute rating agency in accordance with the previous paragraph, the interest rate on this Note shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Note on the date of its initial issuance plus twice any applicable percentage resulting from a decreased rating by the other ratings agency. Any subsequent increase or decrease in the interest rate rates of the Notes this Note necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate rates of the Notes this Note shall be made solely as a result of either Moody’s or S&P (or, in either case, a substitute rating agency therefor) ceasing to provide a rating. If both Moody’s and S&P (or, in either case, a substitute rating agency therefor) cease to provide a rating of the Notesrating, the interest rate rates on the Notes this Note shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate set forth on the face of this Note. Any interest rate increase or decrease decrease, as described above shall above, will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest raterates. The If Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of this Note more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate on the Notes shall permanently cease increase or decrease with respect to be subject to any adjustment this Note described above relating to such rating agency’s action. For purposes of this Section 2, the term “interest period” shall mean the period from and including an Interest Payment Date (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased prior to the Original first Interest RatePayment Date, if from and including the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one date of these ratings if only rated by one rating agency), with a stable or positive outlook by each original issuance of this Note) to but excluding the rating agenciesnext succeeding Interest Payment Date.

Interest Rate Adjustment. The interest rate payable on the Notes shall Note Interest Rate will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto Inc. (“Moody’sXxxxx’x”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, Inc., or any successor thereto S&P Global Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes shall Note Interest Rate will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) 2.850% by the percentage set forth opposite that rating: Rating Applicable Rating Agency Level Xxxxx’x* S&P* Percentage 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or 4 below 1.00 below 1.00% Notwithstanding ____________________ * Including the foregoing, if equivalent ratings of any Substitute Rating Agency If at any time the interest rate on the Notes Note Interest Rate has been adjusted upward as a result of a decrease in a rating by an Applicable Rating Agency and either Moody’s or S&P, as the case may be, that Applicable Rating Agency subsequently increases its rating of with respect to the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall Note Interest Rate will be decreased such that the interest rate for the Notes per annum equals the Original Interest Rate 2.850% plus the percentages percentage set forth opposite the ratings from the tables above rating in effect immediately following the increase. If Moody’s increase in the table above; provided that if Xxxxx’x or any Substitute Rating Agency subsequently increases its rating of the Notes to Baa3 “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating of the Notes to BBB- “BBB-” (or higher its equivalent if with respect to any Substitute Rating Agency) or higher, the Note Interest Rate will be decreased to 2.850%. No adjustment in the Note Interest Rate shall be made solely as a result of an Applicable Rating Agency ceasing to provide a rating. If at any time less than two Applicable Rating Agencies provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of the Company’s Board of Directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the Note Interest Rate pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Applicable Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x and S&P in such table and (c) the Note Interest Rate will increase or decrease, as the case may be, such that the interest rate on per annum equals 2.850% plus the Notes appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the table above (taking into account the provisions of clause (b) above). For so long as (i) only one Applicable Rating Agency provides a rating of the Notes, any increase or decrease in the Note Interest Rate necessitated by a reduction or increase in the rating by that Applicable Rating Agency shall be decreased to twice the Original applicable percentage set forth in the table above and (ii) no Applicable Rating Agency provides a rating of the Notes, the Note Interest RateRate will increase to, or remain at, as the case may be, 4.850%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s Xxxxx’x, S&P or S&Pany Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate for the Notes Note Interest Rate be reduced to below the Original Interest Rate 2.850% or (2) the total increase in the interest rate on the Notes Note Interest Rate exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate4.850%. Any interest rate increase or decrease described above shall will take effect from the first day of interest payment date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The If Xxxxx’x or S&P (or any Substitute Rating Agency) changes its rating of the Notes more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate on increase or decrease with respect to the Notes shall described above relating to such Applicable Rating Agency’s action. The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agenciesany Applicable Rating Agency) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB “A3” (or its equivalent) or higher by Moody’s Xxxxx’x (or any Substitute Rating Agency) and S&P“A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), respectively (or one of these those ratings if only rated by one rating agency)Applicable Rating Agency, in each case with a stable or positive outlook by each of the rating agenciesoutlook.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the then-applicable interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate then-applicable interest rate on the Notes, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate then-applicable interest rate on the Notes plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to then-applicable interest rate on the Original Interest RateNotes (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate then-applicable interest rate on the Notes or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes Any adjustment to the interest rate will be made independently of the quarterly adjustment to the interest rate on the Notes. In this section, the term “then-applicable interest rate” on the Notes means the interest rate determined in accordance with the Indenture without giving effect to any adjustment as described herein. No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the then-applicable interest rate on the Notes plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Ratethen-applicable interest rate on the Notes. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencieswithin five Business Days.

Interest Rate Adjustment. The interest rate payable on the Notes shall this Security will be subject to adjustments from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc., if either Moody’s or any successor thereto (“Moody’s”) S&P ceases to rate this Security or Standard & Poorfails to make a rating of this Security publicly available for reasons outside of the Company’s Ratings Servicescontrol, a division ‘‘nationally recognized statistical rating organization’’ within the meaning of XxXxxxRule 15c3-Xxxx1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a ‘‘Substitute Rating Agency’’), Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt credit rating assigned to this Security, in the Notes, as set forth manner described below. If the rating from Moody’s (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable on the Notes this Security on the date of their its initial issuance (the “Original Interest Rate”) by plus the percentage set forth opposite that ratingthe ratings from the table below: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate payable on this Security on the Original Interest Rate by date of its initial issuance plus the percentage set forth opposite that ratingthe ratings from the table below: Rating S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes this Security has been adjusted upward and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of the Notes this Security to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall this Security will be decreased such that the interest rate for the Notes this Security equals the Original Interest Rate interest rate payable on this Security on the date of its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or a Substitute Rating Agency, if applicable) subsequently increases its rating of the Notes this Security to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or a Substitute Rating Agency, if applicable) increases its rating to BBB- BBB– (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. In addition, the interest rates on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if this Security becomes rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency, if applicable), respectively (or one of these ratings if this Security is only rated by one rating agency). Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate payable on this Security on the date of its initial issuance or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. No adjustments in the interest rate of this Security shall be made solely as a result of a rating agency ceasing to provide a rating of this Security. If either at any time Moody’s or S&P ceases to provide a rating of this Security for a reason beyond the NotesCompany’s control, the Company will use its commercially reasonable efforts to obtain a rating of this Security from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Security on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of this Security, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate For so long as none of the Notes shall be made solely as Moody’s, S&P or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Notesthis Security, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above If Moody’s or S&P (notwithstanding any subsequent decrease or, in the ratings by either or both rating agencies) andcase, a Substitute Rating Agency, if applicable) changes its rating of this Security more than once during any particular interest period, shall be decreased the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one this Security described above relating to such rating agency)’s action. If the interest rate payable on this Security is increased as described above the term ‘‘interest,’’ as used with respect to this Security, with a stable or positive outlook by each of will be deemed to include any such additional interest unless the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable on the Notes shall this Security will be subject to adjustments from time to time if either Xxxxx’x Investors ServiceMoody’s or S&P or, Inc., if either Moody’s or any successor thereto (“Moody’s”) S&P ceases to rate this Security or Standard & Poorfails to make a rating of this Security publicly available for reasons outside of the Company’s Ratings Servicescontrol, a division ‘‘nationally recognized statistical rating organization’’ within the meaning of XxXxxx-XxxxRule 15c3- 1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P (a ‘‘Substitute Rating Agency’’), Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt credit rating assigned to this Security, in the Notes, as set forth manner described below. If the rating from Moody’s (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall this Security will increase from such that it will equal the interest rate payable on the Notes this Security on the date of their its initial issuance (the “Original Interest Rate”) by plus the percentage set forth opposite that ratingthe ratings from the table below: Rating Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If the rating from S&P (or a Substitute Rating Agency, if applicable) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the Notes shall increase from interest rate payable on this Security on the Original Interest Rate by date of its initial issuance plus the percentage set forth opposite that ratingthe ratings from the table below: Rating S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes this Security has been adjusted upward and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of the Notes this Security to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall this Security will be decreased such that the interest rate for the Notes this Security equals the Original Interest Rate interest rate payable on this Security on the date of its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseincrease in rating. If Moody’s (or a Substitute Rating Agency, if applicable) subsequently increases its rating of the Notes this Security to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or a Substitute Rating Agency, if applicable) increases its rating to BBB- BBB– (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall this Security will be decreased to the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. In addition, the interest rates on this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if this Security becomes rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency, if applicable), respectively (or one of these ratings if this Security is only rated by one rating agency). Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes this Security be reduced to below the Original Interest Rate interest rate payable on this Security on the date of its initial issuance or (2) the total increase in the interest rate on the Notes this Security exceed 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. No adjustments in the interest rate of this Security shall be made solely as a result of a rating agency ceasing to provide a rating of this Security. If either at any time Moody’s or S&P ceases to provide a rating of this Security for a reason beyond the NotesCompany’s control, the Company will use its commercially reasonable efforts to obtain a rating of this Security from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Security on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of this Security, any subsequent increase or decrease in the interest rate of the Notes this Security necessitated by a reduction or increase in the rating by the agency continuing to provide providing the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate For so long as none of the Notes shall be made solely as Moody’s, S&P or a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency provides a rating of the Notesthis Security, the interest rate on the Notes shall this Security will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on this Security on the date of its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above shall will take effect from the first day of the interest period during commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above If Moody’s or S&P (notwithstanding any subsequent decrease or, in the ratings by either or both rating agencies) andcase, a Substitute Rating Agency, if applicable) changes its rating of this Security more than once during any particular interest period, shall be decreased the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one this Security described above relating to such rating agency)’s action. If the interest rate payable on this Security is increased as described above the term ‘‘interest,’’ as used with respect to this Security, with a stable or positive outlook by each of will be deemed to include any such additional interest unless the rating agenciescontext otherwise requires.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate interest rate payable on the Notes on the date of initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate payable on the Notes on the date of initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to interest rate payable on the Original Interest RateNotes on the date of initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate interest rate payable on the Notes on the date of initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease within five Business Days. ABBREVIATIONS The following abbreviations, when used in the ratings by either or both rating agencies) and, if applicableinscription on the face of this instrument, shall be decreased construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the Original Interest Rateentireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. ASSIGNMENT FORM To assign this Note, if fill in the Notes become rated Baa2 following form: FOR VALUE RECEIVED, the undersigned hereby sell(s) and BBB transfer(s) unto (please insert Social Security or higher by Moody’s other identifying number of assignee) PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Note and S&Pall rights thereunder, respectively (or one hereby irrevocably constituting and appointing agent to transfer said Note on the books of these ratings if only rated by one rating agency)the Company, with a stable or positive outlook by each full power of substitution in the premises. Dated: , _____________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the rating agencieswithin instrument in every particular without alteration or enlargement, or any change whatsoever.

Interest Rate Adjustment. The interest rate payable on the Notes shall will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or Standard & Poor’s Ratings ServicesS&P Global Ratings, a division of XxXxxx-Xxxx, S&P Global Inc., or any successor thereto and its successors (“S&P”) or, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the debt credit rating assigned to the Notes, as set forth in the manner described below. If the rating from assigned by Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If the rating from assigned by S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall will increase from the Original Interest Rate interest rate payable on the Notes on the date of initial issuance, by an amount equal the percentage set forth opposite that rating: the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% Notwithstanding * Including the foregoing, if equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes has been adjusted upward increased and either Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases upgrades its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall will be decreased such that the interest rate for the Notes equals the Original Interest Rate interest rate payable on the Notes on the date of initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increaseupgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases upgrades its rating of the Notes to Baa3 (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P increases (or any Substitute Rating Agency therefor) upgrades its rating to BBB- (or higher its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall will be decreased to interest rate payable on the Original Interest RateNotes on the date of initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes will be decreased so that it does not reflect any increase attributable to the upgrading rating agency). In addition, the interest rates on the Notes will permanently cease to be subject to any adjustment described herein (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one rating agency). Each adjustment required by any decrease downgrade or increase upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&PS&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate interest rate payable on the Notes on the date of initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If either at any time Moody’s or S&P ceases to provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one rating agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the rating agency continuing to provide providing the rating shall be twice the applicable percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely For so long as a result of either neither Moody’s or nor S&P ceasing to provide (nor, in either case, a rating. If both Moody’s and S&P cease to provide Substitute Rating Agency therefor) provides a rating of the Notes, the interest rate on the Notes shall will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rateinterest rate payable on the Notes on the date of initial issuance. Any interest rate increase or decrease described above shall will take effect from the first day of Interest Payment Date following the interest period during date on which a rating change occurs that requires an adjustment in the interest rate. The As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the notes of the applicable series more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes shall permanently cease is increased as described above, the term “interest,” as used with respect to the Notes, will be subject deemed to include any adjustment such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above (notwithstanding any subsequent decrease within five Business Days. ABBREVIATIONS The following abbreviations, when used in the ratings by either or both rating agencies) and, if applicableinscription on the face of this instrument, shall be decreased construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the Original Interest Rateentireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. ASSIGNMENT FORM To assign this Note, if fill in the Notes become rated Baa2 following form: FOR VALUE RECEIVED, the undersigned hereby sell(s) and BBB transfer(s) unto (please insert Social Security or higher by Moody’s other identifying number of assignee) PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Note and S&Pall rights thereunder, respectively (or one hereby irrevocably constituting and appointing agent to transfer said Note on the books of these ratings if only rated by one rating agency)the Company, with a stable or positive outlook by each full power of substitution in the premises. Dated: ______________ ___, _____ _____________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the rating agencieswithin instrument in every particular without alteration or enlargement, or any change whatsoever.