Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustment from time to time if either Xxxxx’x, S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. If the rating of the 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 tables, the interest rate on the Notes will increase from the Original Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the Notes for reasons not within the Company’s control (i) the Company will use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) 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 us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate 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 (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment; (4) if Moody’s or S&P ceases to rate the Notes or make a rating of the Notes 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 on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the Notes, the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the interest rate on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the 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 on the Notes to “BBB- (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will be decreased to the interest rate on the Notes prior to any adjustments made pursuant to this Section 19. Any interest rate increase or decrease described above will take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Interest Rate Adjustment. The interest rate payable on the Notes will this Security shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either caseif applicable, 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 for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the NotesSecurities, as set forth belowin this Section 2. 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.” If the rating of the Notes Securities 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 tablestables set forth in this Section 2, the interest rate on the Notes will shall increase from the Original Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings: Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % S&P 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 therefor. For purposes of making adjustments to the interest rate payable on the Notesthis Security, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the Notes Securities for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes Securities from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes this Security pursuant to the tables aboveset forth in this Section 2, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes Securities but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate payable on the Notes will this Security shall increase or decrease, as the case may be, such that the interest rate payable equals the Original Interest Rate 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 (iii) abovein this paragraph (1)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the NotesSecurities, any increase or decrease in the interest rate payable on the Notes this Security necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table aboveset forth in this Section 2; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes Securities for any reason, and no Substitute Rating Agency has provided a rating on the NotesSecurities, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes Original Interest Rate prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the Notes Securities or make a rating of the Notes Securities publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes this Security shall be determined in the manner described above in this Section 2 as if either only one or no Interest Rate Rating Agency provides a rating on the NotesSecurities, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth abovein this Section 2, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will (i) shall the interest rate on the Notes this Security be reduced to below the interest rate on the Notes at the time of issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuanceOriginal Interest Rate prior to any such adjustment; and (7) subject to clauses paragraphs (3) and (4) aboveof this Section 2, no adjustment in the interest rate on the Notes this Security shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the NotesSecurities. If at any time the interest rate on the Notes this Security has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the NotesSecurities, the interest rate on the Notes will this Security shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes this Security equals the interest rate on the Notes Original Interest Rate prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above set forth in this Section 2 with respect to the ratings assigned to the Notes Securities (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth abovein this Section 2. If Moody’s Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the Notes Securities 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 on the Notes Securities to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will this Security shall be decreased to the interest rate on the Notes Original Interest Rate prior to any adjustments made pursuant to this Section 192. Any interest rate increase or decrease described above will in the interest rate shall take effect from the first day of the interest period following the period in during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes Securities more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notesrate. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become Securities becomes rated “Baa1” or higher by Moody’s Xxxxx’x (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the Notes this Security is increased as described aboveset forth in this Section 2, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Interest Rate Adjustment. The interest rate payable on the Notes will shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. If the rating of the 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 tables, the interest rate on the Notes will shall increase from the Original Interest Rate interest rate set forth in paragraph 1 of this Note by an amount equal to the sum of the applicable percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency For purposes of making adjustments pursuant to this paragraph 5 to the interest rate on the Notes, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies (excluding, for paragraph 5 of this Note, specific references therein to Fitch) provide a rating on the Notes for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will shall increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate interest rate with respect to the Notes set forth in paragraph 1 of this Note 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 (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency);Agency); (2) for so long as only one Interest Rate Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above;above; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment;adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be;be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;Agency; (6) in no event will shall (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of initial issuance or (ii) the total increase in the interest rate on the Notes pursuant to this paragraph 5 exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; issuance; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the original interest rate payable on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 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 on the Notes to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will shall be decreased to the interest rate on the Notes prior to any adjustments made pursuant to set forth in paragraph 1 of this Section 19Note. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Moody’s Xxxxx’x (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify For the Trusteeavoidance of doubt, in writing, of any adjustment requiring a decrease or increase of the additional interest rate of the Notes at least five Business Days prior that may accrue pursuant to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which Registration Rights Agreement shall be determined separate from the responsibility adjustments and rules of the Companyinterpretation described in this paragraph 5.

Interest Rate Adjustment. The interest rate payable on the Notes will shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. If the rating of the 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 tables, the interest rate on the Notes will shall increase from the Original Interest Rate interest rate set forth in paragraph 1 of this Note by an amount equal to the sum of the applicable percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies (excluding, for paragraph 5 of this Note, specific references therein to Fitch) provide a rating on the Notes for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will shall increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate interest rate with respect to the Notes set forth in paragraph 1 of this Note 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 (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will shall (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of initial issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the original interest rate payable on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the 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 on the Notes to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will shall be decreased to the interest rate on the Notes prior to any adjustments made pursuant to set forth in paragraph 1 of this Section 19Note. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Interest Rate Adjustment. The interest rate payable on the Notes will shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. If the rating of the 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 tables, the interest rate on the Notes will shall increase from the Original Interest Rate interest rate set forth in paragraph 1 of this Note by an amount equal to the sum of the applicable percentages per annum set forth in the following tables opposite those ratings: Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % S&P 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 For purposes of making adjustments pursuant to this paragraph 5 to the interest rate on the Notes, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies (excluding, for paragraph 5 of this Note, specific references therein to Fitch) provide a rating on the Notes for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will shall increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate interest rate with respect to the Notes set forth in paragraph 1 of this Note 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 (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency);Agency); (2) for so long as only one Interest Rate Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above;above; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment;adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be;be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;Agency; (6) in no event will shall (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of initial issuance or (ii) the total increase in the interest rate on the Notes pursuant to this paragraph 5 exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; issuance; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the original interest rate payable on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 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 on the Notes to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will shall be decreased to the interest rate on the Notes prior to any adjustments made pursuant to set forth in paragraph 1 of this Section 19Note. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Moody’s Xxxxx’x (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify For the Trusteeavoidance of doubt, in writing, of any adjustment requiring a decrease or increase of the additional interest rate of the Notes at least five Business Days prior that may accrue pursuant to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which Registration Rights Agreement shall be determined separate from the responsibility adjustments and rules of the Companyinterpretation described in this paragraph 5.

Interest Rate Adjustment. The interest rate payable on the Notes will this Security shall be subject to adjustment from time to time if either Xxxxx’x, Fitch or S&P (or, in either caseif applicable, 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 for Fitch or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the NotesSecurities, as set forth belowin this Section 2. Each of Fitch, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” If the rating of the Notes Securities from one or both of Xxxxx’x Fitch or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tablestables set forth in this Section 2, the interest rate on the Notes will shall increase from the Original Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings: Ba1 Fitch Rating* Percentage BB+ 0.25 % Ba2 BB 0.50 % Ba3 BB- 0.75 % B1 B+ or below 1.00 % S&P 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 therefor. For purposes of making adjustments to the interest rate payable on the Notesthis Security, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the Notes Securities for reasons not within the CompanyParent’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes Securities from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes this Security pursuant to the tables aboveset forth in this Section 2, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes Securities but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us the Company and, for purposes of determining the applicable ratings included in the applicable table above in this Section 2 with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s Fitch or S&P, as applicable, in such table, and (iv) the interest rate payable on the Notes will this Security shall increase or decrease, as the case may be, such that the interest rate payable equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above in this Section 2 (taking into account the provisions of clause (iii) abovein this paragraph (1)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the NotesSecurities, any increase or decrease in the interest rate payable on the Notes this Security necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table aboveset forth in this Section 2; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes Securities for any reason, and no Substitute Rating Agency has provided a rating on the NotesSecurities, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes Original Interest Rate prior to any such adjustment; (4) if Moody’s Fitch or S&P ceases to rate the Notes Securities or make makes a rating of the Notes Securities publicly available for reasons within the CompanyParent’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes this Security shall be determined in the manner described above in this Section 2 as if either only one or no Interest Rate Rating Agency provides a rating on the NotesSecurities, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth abovein this Section 2, whether occasioned by the action of Moody’s Fitch or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will shall (i) the interest rate on the Notes this Security be reduced to below the interest rate on the Notes at the time of issuance Original Interest Rate prior to any such adjustment or (ii) the total increase in the interest rate rates on the Notes this Security pursuant to this Section 2 exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuanceOriginal Interest Rate; and (7) subject to clauses paragraphs (3) and (4) aboveof this Section 2, no adjustment in the interest rate on the Notes this Security shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the NotesSecurities. If at any time the interest rate on the Notes this Security has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the NotesSecurities, the interest rate on the Notes will this Security shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes this Security equals the interest rate on the Notes Original Interest Rate prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above set forth in this Section 2 with respect to the ratings assigned to the Notes Securities (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth abovein this Section 2. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and Fitch, S&P or any Substitute Rating Agency subsequently increases its rating on the Notes Securities to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will this Security shall be decreased to the interest rate on the Notes Original Interest Rate prior to any adjustments made pursuant to this Section 192. Any interest rate increase or decrease described above will in the interest rate shall take effect from the first day of the interest period following the period in during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes Securities more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notesrate. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes Securities become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by Fitch or S&P (or its their equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the Notes this Security is increased as described aboveset forth in this Section 2, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Interest Rate Adjustment. The interest rate payable on the Notes will shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. If the rating of the 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 tables, the interest rate on the Notes will shall increase from the Original Interest Rate interest rate set forth in paragraph 1 of this Note by an amount equal to the sum of the applicable percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies (excluding, for paragraph 5 of this Note, specific references therein to Fitch) provide a rating on the Notes for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will shall increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate interest rate with respect to the Notes set forth in paragraph 1 of this Note 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 (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will shall (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of initial issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes will shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the original interest rate payable on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the 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 on the Notes to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will shall be decreased to the interest rate on the Notes prior to any adjustments made pursuant to set forth in paragraph 1 of this Section 19Note. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period following the period in which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.

Interest Rate Adjustment. The interest rate payable on the Notes will this Security shall be subject to adjustment from time to time if either Xxxxx’x, Xxxxx’x or S&P (or, in either caseif applicable, 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 for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the NotesSecurities, as set forth belowin this Section 2. 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.” If the rating of the Notes Securities 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 tablestables set forth in this Section 2, the interest rate on the Notes will shall increase from the Original Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings: Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % S&P 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 therefor. For purposes of making adjustments to the interest rate payable on the Notesthis Security, the following rules of interpretation will shall apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the Notes Securities for reasons not within the Company’s control (i) the Company will shall use commercially reasonable efforts to obtain a rating on the Notes Securities from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes this Security pursuant to the tables aboveset forth in this Section 2, (ii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes Securities but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by us 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 shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate payable on the Notes will this Security shall increase or decrease, as the case may be, such that the interest rate payable equals the Original Interest Rate 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 (iii) abovein this paragraph (1)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the NotesSecurities, any increase or decrease in the interest rate payable on the Notes this Security necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table aboveset forth in this Section 2; (3) if both Interest Rate Rating Agencies cease to provide a rating of the Notes Securities for any reason, and no Substitute Rating Agency has provided a rating on the NotesSecurities, the interest rate on the Notes will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes Original Interest Rate prior to any such adjustment; (4) if Moody’s or S&P ceases to rate the Notes Securities or make a rating of the Notes Securities publicly available for reasons within the Company’s control, the Company will shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes this Security shall be determined in the manner described above in this Section 2 as if either only one or no Interest Rate Rating Agency provides a rating on the NotesSecurities, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth abovein this Section 2, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will (i) shall the interest rate on the Notes this Security be reduced to below the interest rate on the Notes at the time of issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuanceOriginal Interest Rate prior to any such adjustment; and (7) subject to clauses paragraphs (3) and (4) aboveof this Section 2, no adjustment in the interest rate on the Notes this Security shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the NotesSecurities. If at any time the interest rate on the Notes this Security has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the NotesSecurities, the interest rate on the Notes will this Security shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes this Security equals the interest rate on the Notes Original Interest Rate prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above set forth in this Section 2 with respect to the ratings assigned to the Notes Securities (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth abovein this Section 2. If Moody’s or any Substitute Rating Agency subsequently increases its rating on the Notes Securities 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 on the Notes Securities to “BBB- BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will this Security shall be decreased to the interest rate on the Notes Original Interest Rate prior to any adjustments made pursuant to this Section 192. Any interest rate increase or decrease described above will in the interest rate shall take effect from the first day of the interest period following the period in during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the Notes Securities more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur will shall control in the event of a conflict for purposes of any increase or decrease in the interest rate with respect to the Notesrate. The interest rate on the Notes will shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become Securities becomes rated “Baa1” or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the Notes this Security is increased as described aboveset forth in this Section 2, the term “interest,” as used with respect to the Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. The Company shall notify the Trustee, in writing, of any adjustment requiring a decrease or increase of the interest rate of the Notes at least five Business Days prior to the semi-annual interest payment date on which the Company is required to pay interest at such adjusted interest rate. In no event shall the Trustee be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required, all of which shall be the responsibility of the Company.