“Existing Senior Facilities Agreement” means the Borrower’s Credit Agreement dated as of April 1, 2014, among the Borrower, Parent, the lenders party thereto and Jefferies Finance LLC, as administrative agent, as amended.
“Extended Revolving Credit Commitment” has the meaning specified in Section 2.19(a)(ii).
“Extended Revolving Credit Loans” has the meaning specified in Section 2.19(a)(ii).
“Extended Term Loans” has the meaning specified in Section 2.19(a)(iii).
“Extending Term Lender” has the meaning specified in Section 2.19(a)(iii).
“Extension” has the meaning specified in Section 2.19(a).
“Extension Offer” has the meaning specified in Section 2.19(a).
“Facility” means the Term Facilities, the Revolving Facilities, the Swingline Facility or the Letter of Credit Sublimit, as the context may require.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official administrative interpretations thereof, or any treaty, law, regulation or other official guidance enacted by any other jurisdiction relating to an intergovernmental agreement between the United States and such other jurisdiction, which facilitates the implementation of Sections 1471 through 1474 of the Code, any agreements entered into pursuant to Section 1471(b)(1) of the Code or an intergovernmental agreement relating to FATCA, any intergovernmental agreements implementing the foregoing and any legislation or official guidance or other official requirements adopted in accordance with any such intergovernmental agreements.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.
“Fee Letters” means, collectively, (a) the confidential Fee Letter, dated November 5, 2016, among the Borrower, Wells Fargo Bank and Wells Fargo Securities, LLC, (b) the confidential Fee Letter, dated, December 7, 2016, between the Borrower and PNC Capital Markets LLC, (c) the confidential Fee Letter, dated December 7, 2016, between the Borrower and Merrill Lynch, Pierce, Fenner & Smith Incorporated and (d) the confidential Fee Letter, dated December 7, 2016, between the Borrower and JP Morgan Chase Bank, N.A.
“Foreign Benefit Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or