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 Moody’s 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. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall have no responsibility to monitor the rating of the Notes. The Issuer shall promptly notify the Trustee in writing of any adjustment to the interest rate payable on the Notes due to a ratings change pursuant to this Section 2.10 or as set forth in the form of Note attached hereto as Exhibit A. If the rating of the Notes from one or both of Moody’s 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 interest rate set forth above 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 Issuer’s control (i) the Issuer 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 the Issuer 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 interest rate with respect to the Notes set forth above 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 Issuer’s control, the Issuer 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 2.10. 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. As used in this Section 2.10, the terms set forth below shall have the following respective meanings:

Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or 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. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall have no responsibility to monitor the rating of the Notes. The Issuer shall promptly notify the Trustee in writing of any adjustment to the interest rate payable on the Notes due to a ratings change pursuant to this Section 2.10 or as set forth in the form of Note attached hereto as Exhibit A. If the rating of the Notes from one or both of Moody’s 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 interest rate set forth above 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 IssuerCompany’s control (i) the Issuer 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 the Issuer 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 interest rate with respect to the Notes set forth above 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 IssuerCompany’s control, the Issuer 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-” 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 2.102.06. 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. As used The Company shall notify the Trustee, in this Section 2.10writing, of any adjustment requiring a decrease or increase of the terms set forth below 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 have the following respective meanings: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 2019 Notes will shall be subject to adjustment from time to time if either Moody’s 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 Issuers under the Indenture, 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 2019 Notes, as set forth below. Each of Moody’sXxxxx’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 have no responsibility to monitor not be responsible for monitoring the rating ratings of the 2019 Notes. The Issuer Issuers shall promptly notify the Trustee in writing of any adjustment to the interest rate payable on the Notes due to a ratings change pursuant to this Section 2.10 2 or Section 1(e) of the 2019 Notes Supplemental Indenture (as set forth in the form of Note attached hereto as Exhibit A. defined below). If the rating of the 2019 Notes from one or both of Moody’s 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 2019 Notes will shall increase from the interest rate set forth above 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 therefor. For purposes of making adjustments to the interest rate on the 2019 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 2019 Notes for reasons not within the Issuer’s Issuers’ control (i) the Issuer Issuers will use commercially reasonable efforts to obtain a rating on the 2019 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2019 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 2019 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 secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer Issuers 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 2019 Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate with respect to the Notes set forth above 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 2019 Notes, any increase or decrease in the interest rate on the 2019 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 on the 2019 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2019 Notes, the interest rate on the 2019 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2019 Notes prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the 2019 Notes or make a rating of the 2019 Notes publicly available for reasons within the Issuer’s Issuers’ control, the Issuer Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2019 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 2019 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 (i) the interest rate on the 2019 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 issuanceOriginal Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2019 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of on the 2019 Notes. If at any time the interest rate on the 2019 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2019 Notes, the interest rate on the 2019 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2019 Notes equals the interest rate on the 2019 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 2019 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 2019 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 2019 Notes to “BBB-BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2019 Notes will be decreased to the interest rate on the 2019 Notes prior to any adjustments made pursuant to this Section 2.102 or Section 1(e) of the 2019 Notes Supplemental Indenture. Any interest rate increase or decrease in the interest rate described above will in this Section 2 or Section 1(e) of the 2019 Notes Supplemental Indenture shall take effect from the first day of the interest period immediately following the interest 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 2019 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 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 2019 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 payable on the 2019 Notes is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2019 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the 2019 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. As used in this Section 2.10, the terms set forth below shall have the following respective meanings:.

Interest Rate Adjustment. The interest rate payable on the 2023 Notes will shall be subject to adjustment from time to time if either Moody’s 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 Issuers under the Indenture, 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 2023 Notes, as set forth below. Each of Moody’sXxxxx’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 have no responsibility to monitor not be responsible for monitoring the rating ratings of the 2023 Notes. The Issuer Issuers shall promptly notify the Trustee in writing of any adjustment to the interest rate payable on the Notes due to a ratings change pursuant to this Section 2.10 2 or Section 1(e) of the 2023 Notes Supplemental Indenture (as set forth in the form of Note attached hereto as Exhibit A. defined below). If the rating of the 2023 Notes from one or both of Moody’s 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 2023 Notes will shall increase from the interest rate set forth above 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 therefor. For purposes of making adjustments to the interest rate on the 2023 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 2023 Notes for reasons not within the Issuer’s Issuers’ control (i) the Issuer Issuers will use commercially reasonable efforts to obtain a rating on the 2023 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2023 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 2023 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 secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer Issuers 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 2023 Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate with respect to the Notes set forth above 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 2023 Notes, any increase or decrease in the interest rate on the 2023 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 on the 2023 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2023 Notes, the interest rate on the 2023 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2023 Notes prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the 2023 Notes or make a rating of the 2023 Notes publicly available for reasons within the Issuer’s Issuers’ control, the Issuer Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2023 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 2023 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 (i) the interest rate on the 2023 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 issuanceOriginal Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2023 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of on the 2023 Notes. If at any time the interest rate on the 2023 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2023 Notes, the interest rate on the 2023 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2023 Notes equals the interest rate on the 2023 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 2023 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 2023 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 2023 Notes to “BBB-BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2023 Notes will be decreased to the interest rate on the 2023 Notes prior to any adjustments made pursuant to this Section 2.102 or Section 1(e) of the 2023 Notes Supplemental Indenture. Any interest rate increase or decrease in the interest rate described above will in this Section 2 or Section 1(e) of the 2023 Notes Supplemental Indenture shall take effect from the first day of the interest period immediately following the interest 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 2023 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 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 2023 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 payable on the 2023 Notes is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2023 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the 2023 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. As used in this Section 2.10, the terms set forth below shall have the following respective meanings:.

Interest Rate Adjustment. The interest rate payable on the 2021 Notes will shall be subject to adjustment from time to time if either Moody’s 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 Issuers under the Indenture, 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 2021 Notes, as set forth below. Each of Moody’sXxxxx’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 have no responsibility to monitor not be responsible for monitoring the rating ratings of the 2021 Notes. The Issuer Issuers shall promptly notify the Trustee in writing of any adjustment to the interest rate payable on the Notes due to a ratings change pursuant to this Section 2.10 2 or Section 1(e) of the 2021 Notes Supplemental Indenture (as set forth in the form of Note attached hereto as Exhibit A. defined below). If the rating of the 2021 Notes from one or both of Moody’s 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 2021 Notes will shall increase from the interest rate set forth above 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 therefor. For purposes of making adjustments to the interest rate on the 2021 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 2021 Notes for reasons not within the Issuer’s Issuers’ control (i) the Issuer Issuers will use commercially reasonable efforts to obtain a rating on the 2021 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2021 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 2021 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 secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer Issuers 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 2021 Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate with respect to the Notes set forth above 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 2021 Notes, any increase or decrease in the interest rate on the 2021 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 on the 2021 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2021 Notes, the interest rate on the 2021 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2021 Notes prior to any such adjustment; (4) if Moody’s Xxxxx’x or S&P ceases to rate the 2021 Notes or make a rating of the 2021 Notes publicly available for reasons within the Issuer’s Issuers’ control, the Issuer Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2021 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 2021 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 (i) the interest rate on the 2021 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 issuanceOriginal Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2021 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of on the 2021 Notes. If at any time the interest rate on the 2021 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2021 Notes, the interest rate on the 2021 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2021 Notes equals the interest rate on the 2021 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 2021 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 2021 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 2021 Notes to “BBB-BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2021 Notes will be decreased to the interest rate on the 2021 Notes prior to any adjustments made pursuant to this Section 2.102 or Section 1(e) of the 2021 Notes Supplemental Indenture. Any interest rate increase or decrease in the interest rate described above will in this Section 2 or Section 1(e) of the 2021 Notes Supplemental Indenture shall take effect from the first day of the interest period immediately following the interest 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 2021 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 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 2021 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 payable on the 2021 Notes is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2021 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the 2021 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires. As used in this Section 2.10, the terms set forth below shall have the following respective meanings:.