ISDA CDS Definitions definition
ISDA CDS Definitions has the meaning specified in Section 10.01.
ISDA CDS Definitions has the meaning specified in the definition of “Net Short Position.”
ISDA CDS Definitions has the meaning specified in Section 10.01. “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). “Judgment Currency” has the meaning specified in Section 10.17. “Junior Priority Indebtedness” means Indebtedness of the Borrower and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Secured Obligations of the Borrower and/or the Guarantors as permitted by this Agreement. “JV Entity” means any joint venture of Holdings or any Restricted Subsidiary that is not a Subsidiary. “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing. “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. “L/C Exposure” means, at any time, the sum of (a) the undrawn portion of the Outstanding Amount of all Letters of Credit at such time and (b) the Outstanding Amount of all L/C Borrowings in respect of Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Credit Lender at any time shall be its Applicable Percentage of the aggregate L/C Exposure at such time. “L/C Issuer” means (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any of its Affiliates selected by ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., MUFG and Nomura Corporate Funding Americas, LLC or any of its Affiliates or other designee selected by Nomura Corporate Funding Americas, LLC and (ii) any other Lender (or any of its Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(j) or Section 10.07(j); in the case of each of clause (i) through (ii) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. “L/C Issuer Sublimit” means with respect to (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date, $40 million, (ii) Barclays, on the Closing Date, $30 million, (...
More Definitions of ISDA CDS Definitions
ISDA CDS Definitions has the meaning specified in Section 10.01. “Japanese Yen” and “¥” means freely transferable lawful money of Japan. “joint venture” means any joint venture or similar arrangement (in each case, regardless of legal formation), including but not limited to collaboration arrangements, profit sharing arrangements or other contractual arrangements. “Junior Financing” has the meaning specified in Section 7.05(3). “Junior Financing Document” means any documentation governing any Junior Financing. “Junior Lien Obligations” shall mean any Indebtedness secured by ▇▇▇▇▇ on the Collateral ranking junior to the Liens on the Collateral securing the 2024 Term B-2 Loans (but without regard to the control of remedies). “JV Distribution” means, at any time, 50% of the aggregate amount of all cash dividends or distributions received by the Borrower or any of its Restricted Subsidiaries as a return on an Investment in a Permitted Joint Venture during the period from the Closing Date through the end of the fiscal quarter most recently ended for which financial statements are internally available; provided that the Borrower or any of its Restricted Subsidiaries are not required to reinvest such dividends or distributions in the Permitted Joint Venture. “Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Term Loan Tranche at such time under this Agreement, in each case as extended in accordance with this Agreement from time to time. “Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. “Legal Reservations” means: the principle that equitable remedies may be granted or refused at the discretion(a) of a court, the limitation of enforcement by laws relating to insolvency, bankruptcy, liquidation, judicial management, reorganization, court schemes, moratoria, administration and other laws 51
ISDA CDS Definitions has the meaning assigned to such term in Section 9.02(e). “Issuing Bank” means, as the context may require, (a) each of the Revolving Lenders with a Letter of Credit Commitment listed on Schedule 1.01(a)(ii) and (b) any other Revolving Lender that is appointed as an Issuing Bank in accordance with Section 2.04(i). Subject to the reasonable consent of the Administrative Borrower (subject to the standards set forth in Section 9.05(b)), each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. “Joint Venture” means, with respect to any Person, any other Person in which such Person owns Capital Stock (other than any Subsidiary), and including, for the avoidance of doubt, any other Person in which such Person owns less than a majority of the Capital Stock thereof. Unless otherwise specified, “Joint Venture” shall refer to a Joint Venture of Holdings or any Restricted Subsidiary. “Judgment Conversion Date” has the meaning assigned to such term in Section 9.20(a). “Judgment Currency” has the meaning assigned to such term in Section 9.20(a). “Junior Indebtedness” means any Indebtedness for borrowed money of Holdings or any of its Restricted Subsidiaries that is a Loan Party (other than Indebtedness among Holdings and/or its subsidiaries) that is expressly subordinated in right of payment to the Loan Document Obligations. “Junior Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form attached hereto as Exhibit K (with such changes thereto that that are reasonably satisfactory to the Administrative Agent and the Administrative Borrower), as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof and of this Agreement. “Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time. “Latest Revolving Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any revolving loan or revolving credit commitment hereunder at such time. “Latest Term Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any term loan or term commitment hereunder at ...
ISDA CDS Definitions has the meaning assigned to such term in Section 13.1. “ISDA Definitions” shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. “ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). “Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement and instrument entered into by a Letter of Credit Issuer and the Borrower (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer and relating to such Letter of Credit. “Japanese Yen” and “¥” shall mean freely transferable lawful money of Japan (expressed in Japanese yen). “Japanese Yen Denominated Loans” shall mean each Revolving Credit Loan, Incremental Revolving Credit Loan or Incremental Term Loan denominated in Japanese Yen at the time of Incurrence thereof. “Joint Bookrunners” shall mean MSSF, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇▇▇ Finance LLC, UBS Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank and Truist Securities, Inc.. “Joint Venture” shall mean a joint venture, partnership or similar arrangement, whether in corporate, partnership or other legal form. “Junior Debt” shall mean any third-party Indebtedness for borrowed money owing by any Credit Party (and any Guarantee Obligations in respect thereof) that is contractually subordinated expressly by its terms in right of payment to the Obligations. For purposes of this Agreement, no Indebtedness will be deemed to be contractually subordinated expressly by its terms in right of payment to any other Indebtedness of a Credit Party solely by virtue of being unsecured or by virtue of being secured on a junior priority basis or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor arrangements giving one or more of such holders priority over the other holders in the collateral held by them. -61- #95203802v2296160609v3 #96160609v5
ISDA CDS Definitions has the meaning specified in Section 10.01. “Japanese Yen” and “¥” means freely transferable lawful money of Japan. “joint venture” means any joint venture or similar arrangement (in each case, regardless of legal formation), including but not limited to collaboration arrangements, profit sharing arrangements or other contractual arrangements. “Junior Financing” has the meaning specified in Section 7.05(3). “Junior Financing Document” means any documentation governing any Junior Financing. “Junior Lien Obligations” shall mean any Indebtedness secured by ▇▇▇▇▇ on the Collateral ranking junior to the Liens on the Collateral securing the 20232024 Term Loans (but without regard to the control of remedies). “JV Distribution” means, at any time, 50% of the aggregate amount of all cash dividends or distributions received by the Borrower or any of its Restricted Subsidiaries as a return on an Investment in a Permitted Joint Venture during the period from the Closing Date through the end of the fiscal quarter most recently ended for which financial statements are internally available; provided that the Borrower or
ISDA CDS Definitions as defined in Subsection 11.1(k). “Judgment Conversion Date”: as defined in Subsection 11.8(a). “Judgment Currency”: as defined in Subsection 11.8(a). “Junior Capital”: collectively, any Indebtedness of any Parent Entity, IPO Vehicle or the Borrower that (i) is not secured by any asset of the Borrower or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Term Loan Facility Obligations hereunder on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by CD&R (as determined in good faith by the Borrower, which determination shall be conclusive), (iii) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Borrower, Capital Stock of any Parent Entity or IPO Vehicle or any other Junior Capital), (iv) has no mandatory redemption or prepayment obligations other than (a) obligations that are subject to the prior payment in full in cash of the Term Loans and (b) pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (v) does not require the payment of cash interest until the date that is 91 days after the Initial Term Loan Maturity Date.
ISDA CDS Definitions shall have the meaning assigned to such term in Section 9.08. “Laws” shall mean, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. “Lead Arranger Fee Letter” shall mean that certain Fee Letter, dated as of May 18, 2025, between the Initial Borrower, the Lead Arrangers and the Administrative Agent.
ISDA CDS Definitions has the meaning assigned to such term in Section 9.02 ..“Issuing Bank ” means (a) each of ▇▇▇▇▇ Fargo, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SeniorFunding, Inc., ▇▇▇▇▇▇▇ Sachs Bank USA, Deutsche Bank AG New York Branch, The Toronto-Dominion Bank,New York Branch, CoBank, ACB and Mizuho Bank, Ltd., in their respective capacities as an issuer of Letters ofCredit hereunder, together with its permitted successors and assigns and (b) each Revolving Lender that shall havebecome an Issuing Bank hereunder as provided inSection 2.06(l) ;provided that (x) no Issuing Bank shall berequired to issue Letters of Credit in an amount in excess of the amount set forth across from its name under theheading “Letter of Credit Commitment” inSchedule 2.01 (or in the documents pursuant to which such Issuing Bankbecame an Issuing Bank) (with respect to each Issuing Bank, its “Letter of Credit Limit ”) and (y) each of ▇▇▇▇▇▇-30-141683210_5 163765871_7 22-31184-1 C1.1 P52