(l) COVID-19
Measures means any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Laws, guidelines or recommendations promulgated by any
Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 (including the Families First
Coronavirus Response Act, Pub. L. No. 116-127, Coronavirus Aid, Relief and Economic Security Act Pub. L. No. 116-136, Presidential Memorandum on Deferring
Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster issued on August 8, 2020 by the President of the United States, and Consolidated Appropriations Act, 2021, Pub. L. 116-260, in each case, together with any administrative or other guidance published with respect thereto by any Governmental Entity).
(m) Credit Facilities means the Credit Agreement, dated as of February 14, 2017, among the
Company, the lenders party thereto, PNC Bank, National Association, as the administrative agent, collateral agent and a letter of credit issuer, Deutsche Bank AG New York Branch, as the syndication agent and as a letter of credit issuer, and the
various financial institutions and other persons from time to time party thereto (the Credit Agreement), as amended by the First Amendment to Credit Agreement, dated as of April 25, 2018, as further amended by the Second
Amendment to Credit Agreement, dated as of November 5, 2018, and as further amended by the Third Amendment to Credit Agreement, dated as of May 4, 2020, as it may be further amended, refinanced or replaced in accordance with its terms;
(n) Debt Financing Sources means the entities that are party to the Debt Financing Commitments
(other than Parent and Merger Sub); provided, that in the event that any additional commitment party is added as a party to the Debt Financing Commitments after the date hereof, whether pursuant to any joinder agreement thereto or otherwise, the
term Debt Financing Sources shall include each such institution; provided, further, that the term Debt Financing Sources shall include each entity (other than Parent, Chameleon and Merger Sub) party to any commitment Letter
or similar agreement for any Alternative Financing, any permanent financing in lieu or in replacement of any bridge financing included in the Debt Financing or any replacement financing for the Debt Financing;
(o) Debt Financing Sources Related Party means the Debt Financing Sources and their respective
Affiliates and such Debt Financing Sources (and their respective Affiliates) directors, officers, employees, controlling persons, agents, advisors, attorneys and successors of each of the foregoing;
(p) Funded Indebtedness means the outstanding indebtedness under the Companys Credit
Facilities.
(q) GAAP means the generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and 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 in the United States, in each case, as applicable, as of the time of the relevant financial statements referred to herein;
(r) knowledge (i) with respect to the Company means the actual knowledge of any of the
individuals listed in Section 9.5(r) of the Company Disclosure Letter and (ii) with respect to Parent or Merger Sub means the actual knowledge of any of the individuals listed in
Section 9.5(r) of the Parent Disclosure Letter;
(s) Law means any
transnational, federal, state, local, municipal, foreign or other law, statute, act, constitution, principle of common law, ordinance, code, decree, order, judgment, writ, rule, regulation, ruling, determination or other legally enforceable
requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and any award, order, ruling, or decision of an applicable arbitrator or arbitration panel;
(t) Lease or Leases shall mean all leases, subleases, licenses, concessions and
other agreements pursuant to which the Company or any of its subsidiaries holds any Leased Real Property, including the right to
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