Lien means any mortgage, pledge, security interest, encumbrance, lien or charge
of any kind (including any conditional sale or other title retention agreement or lease (other than an operating lease) in the nature thereof). For the avoidance of doubt, the grant by any Person of a
non-exclusive license to use intellectual property owned by, licensed to, or developed by such Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual
property.
Multi-Year Credit Agreement means the Credit Agreement, dated as of June 25, 2018, among the Issuer, the
lenders party thereto and Bank of America, N.A. as administrative agent, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed,
restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt, including an
indenture, incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement.
Officer means the chairman of the Board of Directors, the chief executive officer, the president, the chief financial officer, any
executive vice president, senior vice president or vice president, the treasurer or any assistant treasurer or the secretary or any assistant secretary of the Issuer.
Officers Certificate means a certificate signed on behalf of the Issuer by an Officer of the Issuer.
Opinion of Counsel means a written opinion signed by legal counsel, who may be an employee of or counsel to the Issuer, or other
counsel reasonably satisfactory to the Trustee.
Permitted Jurisdiction means England and Wales, Bermuda, Canada, Australia,
New Zealand, the Channel Islands, the United States, any state thereof or the District of Columbia, any member of the European Economic Area, Singapore or Switzerland, in each case to the extent that the obligations under the notes or Guarantees, as
applicable, would be valid and binding obligations of any successor Company or successor Person organized in such jurisdiction; provided that for any Guarantor organized or existing under the laws of the United States, any state thereof or the
District of Columbia or any territory thereof, the term Permitted Jurisdiction means the United States, any state thereof or the District of Columbia.
Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
principal
of a note means the principal of the note plus the premium, if any, payable on the note which is due or overdue or is to become due at the relevant time.
Property means any property or asset, whether real, personal or mixed, including current assets, but excluding deposit or other
control accounts, owned on the Issue Date or thereafter acquired by the Issuer or any Subsidiary of the Issuer.
Rating
Agencies means Standard and Poors Ratings Group and Moodys Investors Service, Inc. or any successor to the respective rating agency business thereof.
Rating Event means (1) the ratings of the notes are lowered by at least one of the Rating Agencies and (2) the notes are
rated below an Investment Grade Rating by at least one of the Rating Agencies, on any day during the period (which period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any
of the Rating Agencies) commencing 60 days prior to the first public announcement of the occurrence of a Change of Control or the intentions of the Issuer to effect a Change of Control and ending 60 days following the consummation of such Change of
Control. Notwithstanding the foregoing, a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to
S-40