Increased Interest. (i) If at any time during the term of this Agreement, the Financial Indebtedness to EBITDA Ratio (as defined in Clause 17.1 below) is equal to or higher than 4.5, then, as of the date at which the relevant financial statements tested pursuant to Clause 17.3 (Testing) below were drawn up and so long as no consolidated financial statements of the Borrower evidencing that such deviation is cured have been published, the interest rate on all the sums then outstanding on account of the Loan shall be increased by 0.5% per annum over the then applicable interest rate on the Loan. (ii) If at any time during the term of this Agreement, the rating of the Borrower drops below ▇▇▇, then, so long as the rating remains below ▇▇▇, the interest rate on all principal amounts outstanding of the Loan shall be increased by the Additional Rate Key (as defined below) and this for the period commencing on the date of publishing of such rating by the relevant Credit Rating Agency and until the full repayment of the Loan or until the relevant Credit Rating Agency updates the rating of the Borrower to ▇▇▇ or higher, according to the earlier. Any change in the rating outlook of the Borrower or any change in rating of the Borrower due to a change in the methodology or rating scales of the applicable Credit Rating Agency shall not be deemed a change in the rating and shall not have any effect on (either by way of increase or decrease of) the then applicable interest rate applicable on the Loan. Additional Rate Key means, (a) 0.5% per annum if a rating of ▇▇▇- has been received from any Credit Rating Agency (and so long as the rating remains ▇▇▇-); (b) 0.75% per annum if a rating of ilBBB+ has been received from any Credit Rating Agency (and so long as the rating remains ilBBB+); or (c) 1% per annum if a rating of ilBBB or lower has been received from any Credit Rating Agency (and so long as the rating remains ilBBB or lower); For the avoidance of doubt, the Additional Rate Key shall apply during any down grade and also during any upgrade (i.e., if the rating is improved from ilBBB to ▇▇▇-, then the then interest rate applicable on the Loan shall be decreased by 0.5% per annum, provided that in any event, the interest rate shall not be lower than the original interest rate specified in Clause 8.1 (Interest rate) above). (iii) In any case where more than one of paragraphs (i)-(ii) above has been triggered (and only as long as such paragraphs are applied together), there will be no aggregation of Increased interests and only the provisions of the paragraph that entails the highest increased interest will apply.
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Increased Interest. (i) If at any time during the term of this Agreement, the Financial Indebtedness to EBITDA Ratio (as defined in Clause 17.1 below) is equal to or higher than 4.5, then, as of the date at which the relevant financial statements tested pursuant to Clause 17.3 (Testing) below were drawn up and so long as no consolidated financial statements of the Borrower evidencing that such deviation is cured have been published, the interest rate on all the sums then outstanding on account of the Loan shall be increased by 0.5% per annum over the then applicable interest rate on the Loan.
(ii) If at any time during the term of this Agreement, the rating of the Borrower drops below ▇▇▇, then, so long as the rating remains below ▇▇▇, the interest rate on all principal amounts outstanding of the Loan shall be increased by the Additional Rate Key (as defined below) and this for the period commencing on the date of publishing of such rating by the relevant Credit Rating Agency and until the full repayment of the Loan or until the relevant Credit Rating Agency updates the rating of the Borrower to ▇▇▇ or higher, according to the earlier. Any change in the rating outlook of the Borrower or any change in rating of the Borrower due to a change in the methodology or rating scales of the applicable Credit Rating Agency shall not be deemed a change in the rating and shall not have any effect on (either by way of increase or decrease of) the then applicable interest rate applicable on the Loan. Additional Rate Key means, (a) 0.5% per annum Notwithstanding Section 1(a) above, if a rating BIG Event occurs, then the Company shall pay to each holder of ▇▇▇- has been received from any Credit Rating Agency (and so long as the rating remains ▇▇▇-); a Note, in accordance with clause (b) 0.75below, a fee equal to 0.50% (50 basis points) per annum if on the outstanding principal amount of the Notes held by such holder (the “Increased Interest”). The Increased Interest shall accrue from the first date of any Increased Interest Quarterly Period in which a rating BIG Event occurs until the last day of ilBBB+ has been received the Increased Interest Quarterly Period in which in the Company delivers to each Purchaser a Debt Rating of the Notes from any Credit Rating Agency (and so long as the rating remains ilBBB+); or (c) 1% per annum if an NRSRO of at least a rating of ilBBB or lower has been received from any Credit Rating Agency (and so long as the rating remains ilBBB or lower); Required Rating. For the avoidance of doubt, the Additional Rate Key shall apply during any down grade and also during any upgrade (i.e., if aggregate maximum increase in the rating is improved from ilBBB to ▇▇▇-, then the then interest rate applicable on the Loan Notes pursuant to this Section 1.2 shall be decreased by 0.50.50% per annum, provided that in (50 basis points). For purposes of computing the Make-Whole Amount (if any) on any eventNote, the interest rate with respect to such Note shall not be lower than deemed to be the original interest rate specified in Clause 8.1 (Interest rate) above)for such Note without giving effect to any Increased Interest.
(b) On each semi-annual interest payment date provided for in the Notes, the Company shall pay the Increased Interest to each holder of a Note, if payable pursuant to clause (a) above, which shall be in an amount (such amount, the “Increased Interest Payment”) equal to the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest, to the extent of the aggregate outstanding principal amount of Notes transferred by such predecessor(s) in interest to such holder) as of the first day of the Increased Interest Quarterly Period in which Increased Interest starts to accrue, (ii) 0.50% (to reflect the Increased Interest) and (iii) In any case where more than one of paragraphs 0.25 (i)-(ii) above has been triggered (to reflect that the obligation to pay Increased Interest is determined, and only as long as such paragraphs are applied togetherthat Increased Interest accrues, on a quarterly basis), there will for each Increased Interest Quarterly Period during such semi-annual period in which Increased Interest applies pursuant to Section 1.2(a) above. The Increased Interest Payment, if any, shall be no aggregation paid by wire transfer of Increased interests and only the provisions immediately available funds to each holder of the paragraph that entails Notes in accordance with the highest increased interest will applyterms of this Agreement. The Company, the Purchasers and each holder agree that, for purposes of the Code, payment of the Increased Interest shall not constitute a waiver of any Default or Event of Default hereunder. The Company, the Purchasers and each holder agree that, for purposes of the Code, the Increased Interest constitutes additional interest.
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Sources: Note Purchase Agreement