Controlled Foreign Subsidiary definition

Controlled Foreign Subsidiary means any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

Controlled Foreign Subsidiary means any Subsidiary of the Issuer (or of any Guarantor that is organized under the laws of the United States, any state thereof or the District of Columbia) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

Controlled Foreign Subsidiary means any Subsidiary of Facility Guarantor (or of any Subsidiary Guarantor) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Covered Entity” has the meaning specified in Section 11.22(b). “Covered Party” has the meaning specified in Section 11.22(a). “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source). “Debt Rating” has the meaning specified in the definition of “Applicable Rate.” “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. The reference to “similar debtor relief Laws of the United States or other applicable jurisdictions” means: (i) in the case of a UK Borrower, without limitation, the Insolvency Act 1986 of the United Kingdom and the Insolvency (England and Wales) Rules 2016 and (ii) in the case of a Dutch Borrower, the Dutch Bankruptcy Code (Faillissementswet). “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Term SOFR Loan, Alternative Currency Term Rate Loan or Alternative Currency Daily Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. “Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any L/C Issuer, the applicable Swing Line Lender or any oth...

Controlled Foreign Subsidiary means any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified in Section 10.24(a). “Credit Agreement” means (i) this Agreement and (ii) whether or not this Agreement remains outstanding, if designated by the Borrower to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrower(s) or issuer(s) and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased (provided that such increase in borrowings is permitted under this Agreement), replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of lenders or investors. “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Cure Right” has the meaning specified in Section 8.03(a). “Daily Simple SOFR” with respect to any applicable determination date means (a) the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source) plus (b) 0.10% (10 basis points). “Debt Fund Affiliate” means any Affiliate of the Sponsor (other than Holdings and its Subsidiaries) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordi...

Controlled Foreign Subsidiary means any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Converted 20232024 Term Loan” means each 20232024 Term Loan held by a Consenting Lender on the Amendment No. 45 Effective Date that has consented to its 20232024 Term Loans being converted to 2024 Term B-2 Loans (or, if less, the amount notified to such Consenting Lender by the Administrative Agent). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified in Section 10.24(b). “Credit Agreement” means (i) this Agreement and (ii) whether or not this Agreement remains outstanding, if designated by the Borrower to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrower(s) or issuer(s) and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased (provided that such increase in

Controlled Foreign Subsidiary means any Subsidiary of the Parent Borrower (or of any Subsidiary Guarantor) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Converted Initial Term Loan” means each Initial Term Loan held by a Cashless Option Lender (or, if less, the amount notified to such Lender by MS) immediately prior to the Second Amendment Effective Date. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Benchmark. “Covered Party” has the meaning specified in Section 10.26. “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Cure Amount” has the meaning specified in Section 8.03(a).

Controlled Foreign Subsidiary means any Subsidiary of Parent (or of any Subsidiary Guarantor) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Co-Syndication Agents” mean JPMCB, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Citibank, N.A., Deutsche Bank Securities Inc., Royal Bank of Canada, ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, BNP Paribas and Mizuho Bank, Ltd. in their capacities as co-syndication agents. “Covered Entity” has the meaning specified in Section 11.21. “Covered Party” has the meaning specified in Section 1.01(a). “Credit Agreement Amendment” means an amendment to the Revolving Credit Agreement providing for, among other things, the permissibility of the Liens to secure the Secured Obligations. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.

Controlled Foreign Subsidiary means any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Converted 20232024 Term Loan” means each 20232024 Term Loan held by a Consenting Lender on the Amendment No. 45 Effective Date that has consented to its 20232024 Term Loans being converted to 2024 Term B-2 Loans (or, if less, the amount notified to such Consenting Lender by the Administrative Agent). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified in Section 10.24(b). “Credit Agreement” means (i) this Agreement and (ii) whether or not this Agreement remains outstanding, if designated by the Borrower to be included in the definition of “Credit Agreement,” one or more

Controlled Foreign Subsidiary means any Subsidiary that is a “controlled foreign corporation” within the meaning of the Code. For this purpose, a “controlled foreign corporation” includes any Subsidiary (i) classified as a corporation for U.S. federal income tax purposes, substantially all of the assets of which consist of stock of one or more controlled foreign corporations, or (ii) classified