Affected Financial Institution means (a) any EEA
Financial Institution or (b) any UK Financial Institution.
Affiliate of any Person means any
other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person
owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
Agent means U.S. Bank National
Association, as Agent for the Banks hereunder and each successor, as provided in Section 12.8, who shall act as Agent.
Agreement means this Amended and Restated Credit Agreement, as it may be amended, modified, supplemented,
restated or replaced from time to time.
Alternative Currency means any lawful currency, other than
Dollars, consisting of Yen, Euros, Sterling, Swiss Francs, and other freely-traded, readily available, unrestricted and transferable currencies, consistently obtainable in sufficient amounts and convertible into Dollars, that are approved by the
Agent and the Banks from time to time at their discretion at the request of the Company as Alternative Currencies; provided, that any such other Alternative Currency also shall be subject to Section 1.7.
Amendment No. 1 means Amendment No. 1 to this Agreement, dated as of the Amendment
No. 1 Effective Date, by and among the Company, the Guarantors party thereto, the Banks party thereto, and the Agent.
Amendment No. 1 Effective Date means May 23, 2023.
Amendment No. 2 means Amendment No. 2 to this Agreement, dated as of the Amendment
No. 2 Effective Date, by and among the Company, the Guarantors party thereto, the Banks party thereto, and the Agent.
Amendment No. 2 Effective Date means June 8, 2023.
Amendment No. 3 means Amendment No. 3 to this Agreement, dated as of the Amendment
No. 3 Effective Date, by and among the Company, the Guarantors party thereto, the Banks party thereto, and the Agent.
Amendment No. 3 Effective Date means October 25, 2024.
Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Company
or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Margin;
Applicable Commitment Fee Rate shall mean, on and after the Amendment No. 2 Effective Date, the percentages set forth below corresponding to the Cash Flow
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