Extract to table

For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through ownership of voting equity, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have correlative meanings

dollar syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, in each case, if the Benchmark Replacement as so determined would be less than the SOFR Floor, the Benchmark Replacement shall be deemed to be the SOFR Floor for the purposes of this Agreement

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Cleveland, Ohio or New York, New York are authorized or required by law to close; provided that, when used in connection with a SOFR-based rate, the term “Business Day” shall also exclude any day that is not a U

“Change of Control” means the occurrence of any of the following: (a) any “person” or “group” (within the meanings of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) shall acquire, directly or indirectly, beneficial ownership of more than 50% of the voting equity interests of CPS Holdings or the Borrower; (b) during any period of twelve consecutive months, individuals who at the beginning of such period constituted the board of directors or equivalent governing body of CPS Holdings cease for any reason to constitute a majority thereof, unless the election or nomination of each new member was approved by a majority of the members then in office who were members at the beginning of such period; (c) the Borrower shall cease to be wholly owned, directly or indirectly, by CPS Holdings, except as otherwise contemplated by the Plan; or (d) the Borrower shall cease to own, directly or indirectly, all or substantially all of the assets of the reorganized enterprise

“Collateral” means all assets and property of the Borrower and each Guarantor, whether now owned or hereafter acquired, tangible or intangible, real or personal, upon which a Lien is granted or purported to be granted pursuant to the Collateral Documents, which Collateral shall consist of substantially all assets of the Borrower and each Guarantor, subject to exclusions expressly set forth in the applicable Collateral Documents

Consolidated EBITDA shall be calculated in a manner consistent with the Plan and the fresh-start accounting principles applied by the Borrower