(3) the consummation of any transaction the result of which is that
any person (as such term is used in Section 13(d)(3) of the Exchange Act) or group of such related persons (as such terms are used in Section 13(d)(3) of the Exchange Act) shall become the Beneficial
Owner, directly or indirectly, of more than 50% of the aggregate ordinary voting power of the Voting Stock of the Company.
Notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a wholly owned subsidiary of a holding company and (ii) the holders of the Voting Stock of such holding company immediately following such
transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to such transaction.
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 our assets and those of 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 notes to require us to repurchase its notes as a result of
a sale, lease, transfer, conveyance or other disposition of less than all of our assets of those of our subsidiaries taken as a whole to another person or group may be uncertain.
Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Common Stock of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and
whether voting or non-voting) of, such Persons common stock, and includes, without limitation, all series and classes of such common stock.
Consolidated Net Tangible Assets means, as of any date on which we effect a transaction requiring such Consolidated Net Tangible Assets to
be measured hereunder, the aggregate amount of assets (less applicable reserves) after deducting therefrom: (a) all current liabilities, except for current maturities of long-term debt and obligations under capital leases; and
(b) intangible assets, to the extent included in said aggregate amount of assets, all as set forth on our most recent consolidated balance sheet and computed in accordance with generally accepted accounting principles in the United States of
America applied on a consistent basis.
Credit Agreement means the Credit Agreement, dated as of September 16, 2021, as amended by
Amendment No. 1 to Credit Agreement, dated April 17, 2023, among the Company, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National
Association, as co-syndication agents and L/C Issuers, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia and Morgan Stanley MUFG Loan Partners, LLC, as co-documentation
agents and the other lenders party thereto, including any related letters of credit, notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as further amended, extended, restated,
modified, renewed, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time, in which case, the credit agreement or such other agreement governing indebtedness together with all other documents and instruments
related thereto shall constitute the Credit Agreement under the indenture, whether with the same or different parties thereto.
Funded Debt means Indebtedness, whether or not contingent, for money borrowed (including all obligations evidenced by bonds, debentures,
notes or similar instruments) owed or guaranteed by the Company or any consolidated subsidiary, and any of the debt which under generally accepted accounting principles in the United States of America would appear as debt on the consolidated
balance sheet of the Company.
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys
and BBB- (or the equivalent) by S&P, or, in each case, if such Rating Agency ceases to rate the notes or fails to make a rating of such notes publicly available for reasons outside of our control, the
equivalent investment grade credit rating by the replacement agency selected by us in accordance with the procedures described below.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors.
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