S-18

For the purposes of the Indenture, a Person will be deemed to be controlled by Management if the individuals comprising Management are the beneficial owners, directly or indirectly, of, in aggregate, (i) more than \(50\%\) of the voting power of such Person's voting stock measured by voting power rather than number of shares or (ii) such Person's voting stock sufficient to enable them to elect a majority of the members of such Person's board of directors (or similar body).

"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's, BBB- (or the equivalent) by S&P, BBB- (or the equivalent) by Fitch and BBB(low) (or the equivalent) by DBRS.

"Managemen" means any one or more of the Company's directors, officers or employees (or directors, officers or employees of any one or more of the Company's Subsidiaries) immediately prior to the consummation of any transaction that would constitute a Change of Control, acting individually or together.