Fundamental change means the occurrence of any of the following:
(1) any transaction of merger or consolidation or amalgamation of any material subsidiary (other than a merger or consolidation with or into (i) the Company, if the Company shall be the continuing or surviving corporation, or (ii) any
other subsidiary of the Company, provided that the subsidiary shall be the continuing or surviving corporation); (2) any liquidation, winding up or dissolution of any material subsidiary; or (3) the direct or indirect conveyance, sale, lease,
transfer or other disposition of, in one or more series of related transactions, all or substantially all of any material subsidiarys assets, whether now owned or hereafter acquired (other than to (i) the Company or (ii) a subsidiary
of the Company). Notwithstanding the foregoing, the Company or any material subsidiary may, directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one or more series of related transactions: (1) any or all of its
interest in any subsidiary to any other subsidiary of the Company; or (2) up to 10% of the total consolidated assets of the Company.
Fundamental change rating event means the rating on the notes of an applicable series is lowered by at least one rating
agency such that the rating on the notes of such series is below investment grade on any day during the period (which period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by
any of the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a fundamental change or the Companys intention to effect a fundamental change and ending 60 days following consummation of such
fundamental change.
Interest rate adjustment triggering event means the occurrence of both a fundamental change and a
fundamental change rating event.
material subsidiary means, at any time, a subsidiary of the Company whose assets
exceed 10% of the total consolidated assets of the Company and its subsidiaries, other than any subsidiary that is not a U.S. Person.
Moodys means Moodys Investors Service, Inc., or any successor thereto.
rating agency means (1) each of Fitch, Moodys and S&P and (2) if any of Fitch, Moodys or S&P
ceases to rate the notes of an applicable series or fails to make a rating of the notes publicly available for reasons outside of the Companys control, a substitute rating agency.
S&P means S&P Global Ratings, a division of S&P Global, Inc., or any successor thereto.
Subsidiary means, with respect to any person (the parent) at any date, any corporation, limited liability
company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parents consolidated financial statements if such financial statements were prepared in accordance with GAAP as of
such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.
substitute rating agency means a
nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company (as certified by a resolution of the Companys Board of Directors) as a replacement
agency for Fitch, Moodys or S&P, or all of them, as the case may be.
total consolidated assets means, as of
any date, the total consolidated assets of the Company and its Subsidiaries, as set forth on the Companys most recently available consolidated balance sheet filed with the United States Securities and Exchange Commission as of such date.
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