Short Derivative Instrument definition

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Short Derivative Instrument means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally decrease, with negative changes to the Performance References. “Similar Business” shall mean any business, the majority of whose revenues are derived from (i) business or activities conducted by the Borrower and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses conducted by the Borrower and its Subsidiaries. “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day publishedas administered by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day. “SOFR Administrator” means the Federal Reserve Bank of New YorkNYFRB (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website” means the NYFRB’s website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”. “SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”. “Special Flood Hazard Area” shall have the meaning assigned to such term in the definition of “Flood Documentation”. “Specified Event of Default” shall mean an Event of Default under clauses 7.01(b) or (c) or, solely with respect to Holdings, the Borrower or any Material Subsidiary, (h) or (i) of Section 7.01. “Specified Letter of Credit Sublimit” shall mean, with respect to each Issuing Bank, the amount set forth opposite the name of such Issuing Bank on Schedule 2.01 (or, with respect to any 71 Doc#: US1:15347125v11

Short Derivative Instrument means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase,

Short Derivative Instrument means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References. “Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is a “significant subsidiary” of such Person within the meaning of Rule 1-02(w) of Regulation S-X promulgated by the SEC (as such Rule is in effect on June 1, 2021), with the calculation of whether such Subsidiary is a “significant subsidiary” within the meaning of such Rule 1-02(w) to be made in accordance with GAAP. For the avoidance of doubt, it is understood and agreed that, for purposes of applying the “investment test” set forth in subsection (1)(i) of such Rule 1-02(w), the provisions of subsection (1)(i)(C) (and not the provisions of subsection (1)(i)(A) or (1)(i)(B)) shall be used. “Similar Business” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any of their respective Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any of their respective Associates that are related, complementary, incidental, ancillary or similar to any of the businesses, services or activities referred to in clause (a) above or are extensions, expansions or developments of any of such businesses, services or activities. “Standard Recourse Undertakings” means, with respect to any Securitization or Indebtedness, (a) such representations, warranties, covenants and indemnities which are customarily (as determined by the Company) made by sellers of financial assets or other Securitization Assets, including, without limitation, Securitization Repurchase Obligations, and (b) such customary (as determined by the Company) carve-out matters for which the Company or any of its Subsidiaries acts as an indemnitor or guarantor in connection with any such Securitization or Indebtedness, such as fraud, misappropriation and misapplication of funds, misrepresentation, criminal acts, repurchase obligations for breach of representations or warranties, environmental indemnities, Insolvency Events, non-approved transfers and similar undertakings which the Company determines in good faith to ...

Short Derivative Instrument means, as to any Person, a Derivative Instrument (i) the value of which to such Person generally decreases, and/or the payment or delivery obligations of such Person under which generally increase, with positive changes in the financial performance and/or position of the Issuer or any one or more Guarantors and/or (ii) the value of which to such Person generally increases, and/or the payment or delivery obligations of such Person under which generally decrease, with negative changes in the financial performance and/or position of the Issuer or any one or more Guarantors.

Short Derivative Instrument means a Derivative Instrument (a) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (b) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References. “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(1)(ii) of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. “Similar Business” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates on the Issue Date, (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates that are reasonably similar, ancillary, supportive, synergistic, incidental, complementary or related to (including non-core incidental businesses acquired in connection with any Investment not prohibited by this Indenture), or a reasonable extension, development or expansion of, the businesses that the Company and its Subsidiaries conduct or propose to conduct on the Issue Date, including relating to social services or any healthcare services, and (c) a Person conducting a business, service or activity specified in clauses (a) and (b), and any Subsidiary thereof. For the avoidance of doubt, any Person that invests in or owns Capital Stock or Indebtedness of another Person that is engaged in a Similar Business shall be deemed to be engaged in a Similar Business. “Specified Restructuring” means any restructuring initiative, cost saving initiative or other similar strategic initiative of the Company or any of its Restricted Subsidiaries after July 2, 2019 described in reasonable detail in an Officer’s Certificate delivered to the Trustee. “Specified Transaction” means, with respect to any period, any Investment, Specified Restructuring, Asset Disposition, Incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, New Project or other event that by the terms of this Indenture requires “pro forma compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “pro forma basis” or after giving “pro forma effect” to such event. “Standard Securitization Undertakings” m...