More Definitions of XXXXX Administrator’s Website

XXXXX Administrator’s Website means the Bank of Canada’s website, at xxxxx://xxx.xxxxxxxxxxxx.xx, or any successor source for the Canadian Overnight Repo Rate Average identified as such by the XXXXX Administrator from time to time.

XXXXX Administrator’s Website means the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time. “Stated Rate” is defined in Section 3.5. “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Agent is subject with respect to the Adjusted EURIBOR Rate or the Adjusted XXXXX Xxxx, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Loans for which the associated Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Bank under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. “Sterling” means the lawful currency of the United Kingdom. “Subsidiary” means any Person of which or in which the Company and its other Subsidiaries own directly or indirectly 50% or more of: (a) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such Person, if it is a corporation, (b) the capital interest or profit interest of such Person, if it is a partnership, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated organization. Each Borrowing Subsidiary shall be deemed a “Subsidiary” hereunder at all times that it is a Borrower hereunder and has not been excluded from the Material Subsidiaries by the Company (as provided in the definition of “Material Subsidiaries”), even if at any...

XXXXX Administrator’s Website meansshall mean the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time.

XXXXX Administrator’s Website means the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time. “SPC” has the meaning assigned to such term in Section 9.04(e). “SPE Subsidiary” means (i) a Designated Subsidiary or (ii) (a) a direct or indirect Subsidiary of the Borrower to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Investments, Cash or Cash Equivalents, which engages in no material activities other than in connection with the purchase, holding, disposition or financing of such assets and which is designated by the Borrower (as provided below) as an SPE Subsidiary, so long as: (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary or any equity of such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof, (ii) no Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary (excluding customary sale and contribution agreements, collateral servicing or collateral

XXXXX Administrator’s Website means the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time. “XXXXX Borrowing” means, as to any Borrowing, the XXXXX Loans comprising such Borrowing. “XXXXX Xxxx” means a Loan that bears interest at a rate based on Daily Simple XXXXX. “XXXXX Xxxx Day” has the meaning specified in the definition of “Daily Simple XXXXX”. “Special Purpose Entity” means a direct or indirect subsidiary of Holdings, whose organizational documents contain restrictions on its purpose and activities and impose requirements intended to preserve its separateness from Holdings and/or one or more Subsidiaries of Holdings. “Specified Acquisition Agreement Representations” means such of the representations made by, or with respect to, the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Acquisition Agreement. “Specified Discount” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). “Specified Discount Prepayment Amount” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). “Specified Discount Prepayment Notice” means an irrevocable written notice of a Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.09(a)(ii)(B) substantially in the form of Exhibit I. “Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit J, to a Specified Discount Prepayment Notice. “Specified Discount Prepayment Response Date” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(1). “Specified Discount Proration” has the meaning assigned to such term in Section 2.09(a)(ii)(B)(3). “Specified Representations” means the representations and warranties set forth in Section 3.01(a) and (b) (in each case, with respect to Holdings, the Borrower and the Guarantors), Section 3.02 (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents and the granting of Liens in the Collateral), Section 3.03(b)(i) (w...

XXXXX Administrator’s Website means the Bank of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx, or any successor source for the Sterling Overnight Index Average identified as such by the XXXXX Administrator from time to time. “XXXXX Interest Period” shall mean, with respect to any XXXXX Xxxx Borrowing, the period beginning on (and including) the date on which such XXXXX Xxxx Borrowing is made or continued to (but excluding) the date which is one month thereafter; provided that (a) if any XXXXX Interest Period would end on a day other than a Business Day, such XXXXX Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any XXXXX Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such XXXXX Interest Period) shall end on the last Business Day of the last calendar month at the end of such XXXXX Interest Period and (c) no XXXXX Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. “XXXXX Xxxx” shall mean, for any day (a “XXXXX Interest Day”), XXXXX for the day that is the fifth Business Day prior to (A) if XXXXX Interest Day is a Business Day, such XXXXX Interest Day or (B) if such XXXXX Interest Day is not a Business Day, the Business Day immediately preceding XXXXX Interest Day; provided that if the XXXXX Xxxx shall be less than zero, the XXXXX Xxxx shall be deemed to be zero. Any change in the XXXXX Rate due to a change in XXXXX shall be effective from and including the effective date of such change in XXXXX without notice to the Borrowers. If by 5:00 pm (London time) on the second (2nd) Business Day immediately following any day “i”, XXXXX in respect of such day “i” has not been published on the XXXXX Administrator’s Website and a Benchmark Replacement Date with respect to XXXXX has not occurred, then XXXXX for such day “i” will be XXXXX as published in respect of the first preceding Business Day for which XXXXX was published on the XXXXX - 78- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

XXXXX Administrator’s Website definition

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