Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. If a Change of Control occurs and within 60 days thereafter all three of the Ratings Agencies have less than Investment Grade debt ratings assigned to the Notes, whether as a result of a downgrade or otherwise, the per annum interest rate on the Notes will increase from the interest rate payable on the Notes immediately before the Change of Control. The interest rate will increase by 0.25% for each rating level below Investment Grade by each of the two Rating Agencies with the lowest ratings (i.e., if two Rating Agencies are two levels below Investment Grade and the third Rating Agency is one level below Investment Grade, the interest rate increase will be 1.00% per annum). In the event that only two Rating Agencies have debt ratings assigned to the Notes, those two debt ratings will be used to determine any interest rate increase. In the event that only one Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be two times 0.25% for each rating level below Investment Grade by the Rating Agency that has a debt rating assigned to the Notes. In the event that no Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be 2.00% per annum. Any downgrade of the ratings assigned to the Notes that occurs outside of the 60 day period will not alter the per annum interest rate. In no event shall: (1) the total increase in the interest rate on the Notes exceed 2.00% per annum above the interest rate payable on the Notes on the date of their initial issuance; or (2) the interest rate increase unless the debt ratings on the Notes by all Rating Agencies that have debt ratings assigned to the Notes are below Investment Grade within 60 days after the Change of Control. If at any time after the interest rate on the Notes has been adjusted upward pursuant to this provision as a result of a Rating Agency rating the Notes below Investment Grade, that Rating Agency (or a replacement rating agency selected by us under the circumstance set forth in, and in accordance with, the definition of “Rating Agency”) thereafter increases its rating with respect to the Notes, the per annum interest rate on the Notes will decrease by 0.25% per annum (or, if the debt rating for only one Rating Agency was used to determine the interest rate increase pursuant to the fourth sentence of this Paragraph 6, two times 0.25% per annum) for each level of improvement in the rating of the Notes by such Rating Agency; provided that the decrease in interest rate resulting therefrom will not exceed the aggregate percentage increase in the interest rate that resulted from the prior lower rating by such Rating Agency. In no event will the interest rate on the Notes ever be less than the interest rate on the Notes on the date of their initial issuance. Any interest rate change described above will take effect as of the first day of the interest period for which the next interest payment will be made. 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 any Rating Agency) if all of the Rating Agencies subsequently increase their rating of the Notes to the following levels at the same time (Xxxxx’x: A3; S&P: A-; Fitch A-; or the equivalent if with respect to any substitute rating agency) or higher.

Interest Rate Adjustment. If a Change of Control occurs and within 60 days thereafter all three of the Ratings Agencies have less than Investment Grade debt ratings assigned to the Notes, whether as a result of a downgrade or otherwiseTriggering Event occurs, the per annum interest rate on the Notes will increase from the interest rate payable on the Notes immediately before the Change of ControlControl Triggering Event. The interest rate will increase by 0.25% for each rating level below Investment Grade by each of the two Rating Agencies with the lowest ratings (i.e., if two Rating Agencies are two levels below Investment Grade and the third Rating Agency is one level below Investment Grade, the interest rate increase will be 1.00% per annum). In the event that only two Rating Agencies have debt ratings assigned to the Notes, those two debt ratings will be used to determine any interest rate increase. In the event that only one Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be two times 0.25% for each rating level below Investment Grade by the Rating Agency that has a debt rating assigned to the Notes. In the event that no Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be 2.00% per annum. Any downgrade of the ratings assigned to the Notes that occurs outside of the 60 day period will not alter the per annum interest rate. In no event shall: (1) shall the total increase in the interest rate on the Notes exceed 2.00% per annum above the interest rate payable on the Notes on the date of their initial issuance; or (2) the interest rate increase unless the debt ratings on the Notes by all Rating Agencies that have debt ratings assigned to the Notes are below Investment Grade within 60 days after the Change of Control. If at any time after the interest rate on the Notes has been adjusted upward pursuant to this provision as a result of a Rating Agency rating the Notes below Investment Grade, that Rating Agency (or a replacement rating agency selected by us under the circumstance set forth in, and in accordance with, the definition of “Rating Agency”) thereafter increases its rating with respect to the Notes, the per annum interest rate on the Notes will decrease by 0.25% per annum (or, if the debt rating for only one Rating Agency was used to determine the interest rate increase pursuant to the fourth sentence of this Paragraph 6, two times 0.25% per annum) for each level of improvement in the rating of the Notes by such Rating Agency; provided that the decrease in interest rate resulting therefrom will not exceed the aggregate percentage increase in the interest rate that resulted from the prior lower rating by such Rating Agency. In no event will the interest rate on the Notes ever be less than the interest rate payable on the Notes on the date of their initial issuance. Any interest rate change described above will take effect as of the first day of the interest period for which the next interest payment will be made. 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 any Rating Agency) if all of the Rating Agencies subsequently increase their rating of the Notes to the following levels at the same time (Xxxxx’x: A3; S&P: A-; Fitch Fitch: A-; or the equivalent if with respect to any substitute rating agency) or higher.

Interest Rate Adjustment. If a Change of Control occurs and within 60 days thereafter all three of the Ratings Agencies have less than Investment Grade debt ratings assigned to the Notes, whether as a result of a downgrade or otherwise, the per annum interest rate on the Notes will increase from the interest rate payable on the Notes immediately before the Change of Control. The interest rate will increase by 0.25% for each rating level below Investment Grade by each of the two Rating Agencies with the lowest ratings (i.e., if two Rating Agencies are two levels below Investment Grade and the third Rating Agency is one level below Investment Grade, the interest rate increase will be 1.00% per annum). In the event that only two Rating Agencies have debt ratings assigned to the Notes, those two debt ratings will be used to determine any interest rate increase. In the event that only one Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be two times 0.25% for each rating level below Investment Grade by the Rating Agency that has a debt rating assigned to the Notes. In the event that no Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be 2.00% per annum. Any downgrade of the ratings assigned to the Notes that occurs outside of the 60 day period will not alter the per annum interest rate. In no event shall: (1) the total increase in the interest rate on the Notes exceed 2.00% per annum above the interest rate payable on the Notes on the date of their initial issuance; or (2) the interest rate increase unless the debt ratings on the Notes by all Rating Agencies that have debt ratings assigned to the Notes are below Investment Grade within 60 days after the Change of Control. If at any time after the interest rate on the Notes has been adjusted upward pursuant to this provision as a result of a Rating Agency rating the Notes below Investment Grade, that Rating Agency (or a replacement rating agency selected by us under the circumstance set forth in, and in accordance with, the definition of “Rating Agency”) thereafter increases its rating with respect to the Notes, the per annum interest rate on the Notes will decrease by 0.25% per annum (or, if the debt rating for only one Rating Agency was used to determine the interest rate increase pursuant to the fourth sentence of this Paragraph 6, two times 0.25% per annum) for each level of improvement in the rating of the Notes by such Rating Agency; provided that the decrease in interest rate resulting therefrom will not exceed the aggregate percentage increase in the interest rate that resulted from the prior lower rating by such Rating Agency. In no event will the interest rate on the Notes ever be less than the interest rate payable on the Notes on the date of their initial issuance. Any interest rate change described above will take effect as of the first day of the interest period for which the next interest payment will be made. 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 any Rating Agency) if all of the Rating Agencies subsequently increase their rating of the Notes to the following levels at the same time (Xxxxx’x: A3; S&P: A-; Fitch Fitch: A-; or the equivalent if with respect to any substitute rating agency) or higher.

Interest Rate Adjustment. If a Change of Control occurs and within 60 days thereafter all three of the Ratings Agencies have less than Investment Grade debt ratings assigned The Note Interest Rate will be subject to the Notesadjustments from time to time if Xxxxx’x Investors Service, whether as a result of a downgrade or otherwise, the per annum interest rate on the Notes will increase from the interest rate payable on the Notes immediately before the Change of Control. The interest rate will increase by 0.25% for each rating level below Investment Grade by each of the two Rating Agencies with the lowest ratings Inc. (i.e.“Moody’s”) (or, if two Rating Agencies are two levels below Investment Grade and the third applicable, any Substitute Rating Agency is one level below Investment Grade(as defined below)) or Standard & Poor’s Ratings Services, a division of S&P Global Inc. (“S&P”) downgrades (or subsequently upgrades) the interest rate increase will be 1.00% per annum). In the event that only two Rating Agencies have debt ratings assigned to the Notes, those two debt ratings will be used to determine any interest rate increase. In the event that only one Rating Agency has a debt rating assigned to the Notes, as set forth below. If the interest rate increase will be two times 0.25% for each rating level below Investment Grade by the from Moody’s or S&P (or, in either case if applicable, any Substitute Rating Agency that has a debt rating assigned to the Notes. In the event that no Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be 2.00% per annum. Any downgrade of the ratings assigned Agency) with respect to the Notes that occurs outside of (each, an “Applicable Rating Agency,” and collectively, the 60 day period will not alter the per annum interest rate. In no event shall: (1“Applicable Rating Agencies”) the total increase is decreased to a rating set forth in the interest rate on immediately following table with respect to that Applicable Rating Agency, the Notes exceed 2.00Note Interest Rate will increase from 3.600% per annum above by the interest rate payable on percentage set forth opposite that rating: Rating Applicable Rating Agency Level Moody’s* S&P* Percentage 1 Ba1 BB+ 0.25% 2 Ba2 BB 0.50% 3 Ba3 BB– 0.75% 4 B1 or B+ or 1.00% below below * Including the Notes on the date equivalent ratings of their initial issuance; or (2) the interest rate increase unless the debt ratings on the Notes by all any Substitute Rating Agencies that have debt ratings assigned to the Notes are below Investment Grade within 60 days after the Change of Control. Agency If at any time after the interest rate on the Notes Note Interest Rate has been adjusted upward pursuant to this provision as a result of a decrease in a rating by an Applicable Rating Agency rating the Notes below Investment Grade, and that Applicable Rating Agency (or a replacement rating agency selected by us under the circumstance set forth in, and in accordance with, the definition of “Rating Agency”) thereafter subsequently increases its rating with respect to the NotesNotes to any of the threshold ratings set forth above, the per annum interest rate on the Notes Note Interest Rate will decrease by 0.25% per annum (or, if the debt rating for only one Rating Agency was used to determine be decreased such that the interest rate per annum equals 3.600% plus the percentage set forth opposite the rating in effect immediately following the increase pursuant to the fourth sentence of this Paragraph 6, two times 0.25% per annum) for each level of improvement in the table above; provided that if Moody’s or any Substitute Rating Agency subsequently increases its rating of 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 of the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the Note Interest Rate will be decreased to 3.600%. No adjustment in the Note Interest Rate shall be made solely as a result of an Applicable Rating Agency ceasing to provide a rating. If at any time less than two Applicable Rating Agencies provide a rating of the Notes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of the Company’s Board of Directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the Note Interest Rate pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Applicable Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency; provided , such ratings shall be deemed to be the equivalent ratings used by Moody’s and S&P in such table and (c) the Note Interest Rate will increase or decrease, as the case may be, such that the interest rate per annum equals 3.600% plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the table above (taking into account the provisions of clause (b) above). For so long as (i) only one Applicable Rating Agency provides a rating of the Notes, any increase or decrease in interest rate resulting therefrom will not exceed the aggregate percentage Note Interest Rate necessitated by a reduction or increase in the interest rate that resulted from the prior lower rating by such that Applicable Rating Agency shall be twice the applicable percentage set forth in the table above and (ii) no Applicable Rating Agency provides a rating of the Notes, the Note Interest Rate will increase to, or remain at, as the case may be, 5.600%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event will shall (1) the interest rate on Note Interest Rate be reduced below 3.600% or (2) the Notes ever be less than the interest rate on the Notes on the date of their initial issuanceNote Interest Rate exceed 5.600%. Any interest rate change increase or decrease described above will take effect as from the first interest payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If Moody’s or S&P (or any Substitute Rating Agency) changes its rating of the first day of the interest period for which the next Notes more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will be madecontrol for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Applicable Rating Agency’s action. The interest rate on the Notes Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any Applicable Rating Agency) if all of the Rating Agencies subsequently increase their rating of the Notes to the following levels at the same time become rated “A3” (Xxxxx’x: A3; S&P: A-; Fitch A-; or the equivalent if with respect to any substitute rating agencyits equivalent) or higherhigher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Applicable Rating Agency, in each case with a stable or positive outlook.

Interest Rate Adjustment. If a Change of Control occurs and within 60 days thereafter all three The interest rate payable on the Securities will be subject to adjustment from time to time if any of the Ratings three Rating Agencies have less than Investment Grade debt ratings downgrades (or subsequently upgrades) its rating assigned to the NotesSecurities, whether as set forth below. If the debt rating of the Securities from any one or more of the three Ratings Agencies is decreased to a result of a downgrade or otherwiserating set forth in the table below, the per annum interest rate on of the Notes Securities will increase from the interest rate otherwise payable on the Notes immediately before day Securities are first issued (the Change “Original Issue Date”) by the sum of Control. The interest rate will increase by 0.25% for each the rates set forth in the table below opposite that rating level below Investment Grade by each of the two Rating Agencies with the lowest ratings (i.e.calculated per agency), if two Rating Agencies are two levels below Investment Grade and the third Rating Agency is one level below Investment Gradeprovided that, at no time shall the interest rate of the Securities increase will be 1.00% per annum). In by more than 2.00%, irrespective of ratings, from the event original interest rate effective on the Original Issue Date; provided further that only the two Rating Agencies have debt lowest ratings assigned to the Notes, those two debt ratings Securities will be used to determine taken into account for purposes of any interest rate increaseadjustment. In the event that only one S&P/Fitch Xxxxx’x Adjustment from Original Interest Rate (per Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be two times 0.25Agency) BB+ Ba1 .25% for each rating level below Investment Grade by the Rating Agency that has a debt rating assigned to the Notes. In the event that no Rating Agency has a debt rating assigned to the Notes, the interest rate increase will be BB Ba2 .50% BB- Ba3 .75% B+ B1 1.00% B B2 1.25% B- B3 1.50% CCC+ Caa 1.75% CCC Ca 2.00% per annum. Any downgrade of the ratings assigned to the Notes that occurs outside of the 60 day period will not alter the per annum interest rate. In no event shall: (1) the total increase in If at any time the interest rate on the Notes exceed 2.00% per annum above Securities has been increased as a result of a Ratings Downgrade by a Rating Agency and such Rating Agency subsequently increases its rating of the Securities to any of the ratings set forth in the table above, the interest rate of the Securities will be decreased to the interest rate otherwise payable on the Securities on the Original Issue Date plus the sum of the applicable interest rates set forth opposite the ratings in the table above. If any of the Rating Agencies subsequently increases its rating of the Securities to better than BB+/Ba1 or its equivalent, the adjustment from the original interest rate attributable to that Rating Agency shall no longer apply, and unless one or more other Rating Agencies rates the Securities BB+/Ba1 or lower, the interest rate shall revert to the interest rate payable on the Notes Securities on the date of their initial issuance; or (2) the interest rate increase unless the debt ratings on the Notes by all Rating Agencies that have debt ratings assigned to the Notes are below Investment Grade within 60 days after the Change of ControlOriginal Issue Date. If at any time after during the term of the Securities, the Securities are rated A-/A-3 or above by any two of the Rating Agencies, the provisions described in this Section will cease to apply and the effective interest rate on the Notes has been adjusted upward pursuant to this provision as a result of a Rating Agency rating the Notes below Investment Grade, that Rating Agency (or a replacement rating agency selected by us under the circumstance set forth in, and in accordance with, the definition of “Rating Agency”) thereafter increases its rating with respect to the Notes, the per annum interest rate Securities on the Notes Original Issue Date will decrease by 0.25% per annum (or, if remain in effect until the debt rating for only one Rating Agency was used to determine the interest rate increase pursuant to the fourth sentence of this Paragraph 6, two times 0.25% per annum) for each level of improvement in the rating Stated Maturity or redemption of the Notes by such Rating Agency; provided that the decrease in interest rate resulting therefrom will not exceed the aggregate percentage increase in the interest rate that resulted from the prior lower rating by such Rating Agency. In no event will the interest rate on the Notes ever be less than the interest rate on the Notes on the date of their initial issuance. Any interest rate change described above will take effect as of the first day of the interest period for which the next interest payment will be made. 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 any Rating Agency) if all of the Rating Agencies subsequently increase their rating of the Notes to the following levels at the same time (Xxxxx’x: A3; S&P: A-; Fitch A-; or the equivalent if with respect to any substitute rating agency) or higherSecurities.