Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. The interest rate payable on the 2046 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 Notes Supplemental Indenture (as defined below). If the rating of the 2046 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 2046 Notes 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 on the 2046 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2021 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2021 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2021 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2021 Notes Supplemental Indenture (as defined below). If the rating of the 2046 2021 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the 2046 2021 Notes 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 on the 2046 2021 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2026 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2026 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2026 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2026 Notes Supplemental Indenture No. 1 (as defined below). If the rating of the 2046 2026 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 2046 2026 Notes 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 % A-5 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 on the 2046 2026 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2024 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2024 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2024 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2024 Notes Supplemental Indenture No. 1 (as defined below). If the rating of the 2046 2024 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 2046 2024 Notes 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 % A-5 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 on the 2046 2024 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2025 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2025 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes2025 Notes or for determining when an increase or decrease in the interest rate of the 2025 Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2025 Notes Supplemental Indenture No. 1 (as defined below). If the rating of the 2046 2025 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 2046 2025 Notes 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 % A-6 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 on the 2046 2025 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(eclause (e) of the 2046 Notes Supplemental Indenture (as defined below). If the rating of the 2046 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 2046 Notes 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 on the 2046 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2029 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2029 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2029 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2029 Notes Supplemental Indenture No. 1 (as defined below). If the rating of the 2046 2029 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 2046 2029 Notes 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 % A-5 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 on the 2046 2029 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2023 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2023 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2023 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2023 Notes Supplemental Indenture (as defined below). If the rating of the 2046 2023 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the 2046 2023 Notes 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 on the 2046 2023 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2036 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2036 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2036 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2036 Notes Supplemental Indenture (as defined below). If the rating of the 2046 2036 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 2046 2036 Notes 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 on the 2046 2036 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2019 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2019 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2019 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2019 Notes Supplemental Indenture (as defined below). If the rating of the 2046 2019 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the 2046 2019 Notes 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 on the 2046 2019 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2030 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2030 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes2030 Notes or for determining when an increase or decrease in the interest rate of the 2030 Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2030 Notes Supplemental Indenture No. 1 (as defined below). If the rating of the 2046 2030 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 2046 2030 Notes 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 % A-6 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 on the 2046 2030 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 NotesNotes or for determining when an increase or decrease in the interest rate of the Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 [ ] Notes Supplemental Indenture No. [ ] (as defined below). If the rating of the 2046 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 2046 Notes 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 % A-5 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 on the 2046 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 2026 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 2026 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 2026 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 2026 Notes Supplemental Indenture (as defined below). If the rating of the 2046 2026 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 2046 2026 Notes 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 on the 2046 2026 Notes, the following rules of interpretation will apply:

Interest Rate Adjustment. The interest rate payable on the 2046 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2046 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 [ ] Notes Supplemental Indenture No. [ ] (as defined below). If the rating of the 2046 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 2046 Notes 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 % A-5 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 on the 2046 Notes, the following rules of interpretation will apply: