Continuing Director means, as of any date of determination, any
member of our Board of Directors who:
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(1)
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was a member of such Board of Directors on the Issue Date; or
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(2)
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was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time
of such nomination or election.
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Corporate Trust Office means the designated office of the trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at
One Federal Street, 3rd Floor, EX-MA-FED, Boston, MA
02110, Attention: David W. Doucette, Vice President, or such other address as the trustee may designate from time to time by notice to the holders of the notes and us, or the principal corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the holders of the notes and us).
Currency Agreement of any Person means any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement as to which such Person is a party.
Disqualified Stock means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part,
on or prior to the Stated Maturity of the notes.
DTC means The Depository Trust Company.
Fair Market Value means, with respect to
any asset, the price that (after taking into account any liabilities relating to such asset) would be paid in an arms-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under
no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.
First Par Call Date means, with respect to the 2027 notes, November 15, 2026 and, with respect to the 2049 notes, April
15, 2049.
Fitch means Fitch,
Inc. or any successor to the rating agency business thereof.
Foreign Subsidiary means, with respect to any Person, (a) any Subsidiary of such Person that is not organized or existing under the laws of, and whose principal business is
conducted outside of, the United States, any state thereof, the District of Columbia, or any territory thereof (for purposes of this definition only, the United States), or (b) any Subsidiary of such Person that is organized or
existing under the laws of the United States whose only material assets are the Capital Stock of Foreign Subsidiaries meeting clause (a) of this definition.
GAAP means generally accepted accounting
principles set forth in the standards, statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United
States, which are in effect on the Issue Date, provided however, that leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements of the Company for the fiscal year ended
December 31, 2018 for all purposes, not withstanding any change in GAAP relating thereto, including with respect to Accounting Standards Codification 842.
Guarantee means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof), of all or any part of any Indebtedness. The term Guarantee used as a verb has a corresponding meaning.
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