“ Relevant Anniversary Date ” has the meaning specified in Section 2.12 (a)

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the

30 day notice period has been waived.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate

Commitments or, if the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02 , Lenders

holding in the aggregate more than 50% of the Total Outstandings; provided that the Commitment of, and the portion of the

Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a

determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, chief financial officer, treasurer, chief accounting officer

or controller of the Borrower and, solely for purposes of notices given pursuant to Article II, any other officer or employee

of the Borrower so designated by any of the foregoing officers in the corporate banking resolutions delivered as of the

Closing Date pursuant to Section 4.01(a)(iii) to the Administrative Agent, and as modified from time to time to specify other

authorized officers or employees, provided that a certified copy of such modified resolutions is promptly delivered to the

Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be

conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the

Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its

principal functions.

“ SEC Reports ” means the annual, regular, periodic and special reports that the Borrower has filed with the SEC

under Section 13 or 15(d) of the Exchange Act prior to the Closing Date.

“ Securities Laws ” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and

auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“ Securitization ” means the securitization by the Borrower or any Subsidiary of accounts receivable or other assets.

“ Securities Act ” means the Securities Act of 1933.

“ Securitization Subsidiary ” means a wholly-owned Subsidiary of the Borrower created solely for purposes of

effectuating a Securitization, the activities and assets of which are limited solely to such purpose and assets, and the

Organization Documents of which contain customary bankruptcy - remote provisions.

“ Shareholders' Equity ” means, as of any date of determination, consolidated shareholders' equity of the Borrower

and its Subsidiaries as of that date determined in accordance with GAAP.

“ Significant Subsidiary ” means any Subsidiary that satisfies the criteria for a “significant subsidiary” as defined in

Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the

date hereof. Such determination shall be made in relationship to the Borrower and its Subsidiaries on a consolidated basis as

of the end of the most recently completed fiscal year on an annual basis at the time that the annual financial statements for

the Borrower and its Subsidiaries are delivered pursuant to Section 6.01(a) .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other

business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election

of directors or other governing body (other than securities or interests having such power only by reason of the happening of

a contingency) are at the time beneficially owned, directly, or indirectly through one or more intermediaries, or both, by

such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a

Subsidiary or Subsidiaries of the Borrower.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward

rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or

options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index

transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar

transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any

other similar transactions or any combination of any of the foregoing (including any options to enter into any of the

foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all

transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign

Exchange Master Agreement, or any similar master agreement (any such master agreement, together with any related

schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the

effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such

Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value

(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s)

for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided

by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).