Any interest rate increase or decrease described above will take effect from the first day
of the semi-annual interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate.
If the interest rate payable on the notes is increased as described in this Interest Rate Adjustment, the term
interest, as applicable to the notes, will be deemed to include any such additional interest unless the context otherwise requires.
For purposes of the interest rate adjustment provisions of the notes, the following terms will be applicable:
Fitch means Fitch Ratings, Inc., or any successor thereto.
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 is lowered by at least one rating agency such that the rating on the notes 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 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 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
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