Change of Control Triggering Event means, with respect to a series of Senior
Notes, the occurrence of both a Change of Control and a Below Investment Grade Rating Event with respect to such series.
Fitch means Fitch Ratings, Inc.
Investment Grade Rating means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, respectively.
Moodys means Moodys Investors Service, Inc.
Ratings Agencies means each of Fitch, Moodys and S&P, so long as such entity makes a rating of the applicable series of
Senior Notes publicly available; provided, however, if any of Fitch, Moodys or S&P ceases to rate the applicable series of Senior Notes or fails to make a rating of such Senior Notes publicly available for reasons outside of the control of
FIS, FIS shall be allowed to designate a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (as certified by a resolution of the board of directors of FIS) as a
replacement agency for the agency that ceased to make such a rating publicly available. For the avoidance of doubt, failure by FIS to pay rating agency fees to make a rating of the Senior Notes shall not be a reason outside of the control of
FIS for the purposes of the preceding sentence.
S&P means Standard & Poors Global Ratings, a
division of S&P Global Inc.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease,
transfer, conveyance or other disposition of all or substantially all of the properties and assets of us and our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase substantially
all, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Senior Notes to require us to purchase its Senior Notes as a result of a sale, lease, transfer, conveyance or other
disposition of less than all of the properties and assets of us and our subsidiaries taken as a whole to another person or group may be uncertain.
Restrictive Covenants
Limitation on Liens
We shall not, and shall not permit any of our subsidiaries to, create or assume any mortgage, pledge, lien, charge, security
interest, conditional sale or other title retention agreement or other encumbrance (lien) on any Principal Facility, or upon any stock or Debt of any of our subsidiaries, to secure Debt unless the Senior Notes then outstanding are, for
so long as such Debt is so secured, secured by such lien equally and ratably with (or prior to) such Debt. However, this requirement does not apply to:
(1) liens existing on the date of the Indenture;
(2) any lien for taxes or assessments or other governmental charges or levies not overdue for more than 30 days (or which, if
due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP) or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect
on us and our subsidiaries taken as a whole;
(3) any warehousemens, materialmens, landlords or other
similar liens arising by law for sums not overdue for more than 30 days (or which, if due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP) or the
nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on us and our subsidiaries taken as a whole;
(4) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telephone lines and other similar purposes, or zoning or other similar
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