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“Rating Decline” means the occurrence of the following on, or within 60 days after, the earlier of the date of public
notice of the occurrence of a Change of Control or of the intention of the Issuer to effect a Change of Control (which period
shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any
of the Rating Agencies):
(a) in the event the Notes are assigned an Investment Grade Rating by both Rating Agencies on the Rating Date, the
rating of the Notes by one of the Rating Agencies shall be below an Investment Grade Rating; or
(b) in the event the Notes are rated below an Investment Grade Rating by at least one of the Rating Agencies on the
Rating Date, the rating of the Notes by at least one of the Rating Agencies shall be decreased by one or more gradations
(including gradations within rating categories as well as between rating categories).
“refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue,
resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,”
“refinanced” and “refinancing” as used for any purpose in the Indenture shall have a correlative meaning.
“Refinancing Indebtedness” means Indebtedness that is Incurred to refinance (including pursuant to any defeasance or
discharge mechanism) any Indebtedness existing on the date of the Indenture or Incurred in compliance with the Indenture
(including Indebtedness of the Issuer that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that refinances Indebtedness of the Issuer or another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that:
(1) the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that
is the same as or later than the final Stated Maturity of the Indebtedness being refinanced or, if shorter, the Notes;
(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is
equal to or greater than the Average Life of the Indebtedness being refinanced;
(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without
duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such
existing Indebtedness and costs, expenses and fees Incurred in connection therewith); and
(4) if the Indebtedness being refinanced is expressly subordinated in right of payment to the Notes or any Subsidiary
Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantee
on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being
refinanced;
provided, however, that Refinancing Indebtedness shall not include:
(x) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Issuer or a
Subsidiary Guarantor, or
(y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary.
“Registrar” means a registrar appointed pursuant to the Indenture.
“Related Person,” with respect to any Permitted Holder, means:
(1) any controlling equity holder or majority (or more) owned Subsidiary of such Person;
(2) in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for
the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor,
administrator, committee or beneficiaries of any thereof;
(3) any trust, corporation, partnership or other Person for which one or more of the Permitted Holders and other
Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons
beneficially holding in the aggregate a majority (or more) controlling interest therein;
(4) any partner (whether existing or new) in any Permitted Holder or any Affiliate of such Person; or
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