Fundamental Change Rating Event means the rating on the Securities is lowered by at least one Rating Agency such that the rating on the Securities is below investment grade on any day during the period (which period will be extended so long as the rating of the Securities 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 Agencies means (1) each of Fitch, Moodys and S&P and (2) if any of Fitch, Moodys or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Companys control, 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.
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 generally accepted accounting principles in the United States of America 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.
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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