Contractual Obligation means, as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.
Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Cumulative Retained Excess Cash Flow Amount means, as of any date of determination, an amount, determined on a cumulative
basis equal to the sum of (a) Excess Cash Flow (which shall not be less than zero) for each fiscal year of the Borrower ending on or after December 31, 2016 for which the Borrower has delivered the financial statements required by
Section 6.01(a) and the related Compliance Certificate required by Section 6.02(b) less (b) the ECF Prepayment Amount for each such corresponding fiscal year.
Debt Rating means, as applicable, (a) the public corporate family rating of the Borrower as determined both
Moodys and S&P, (b) the public corporate credit rating of the Borrower as determined by both Moodys and S&P, and (c) the senior secured debt rating of the Borrower as determined by both Moodys and S&P.
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, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
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 applicable to Base Rate Loans under the Revolving Credit Facility plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar 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 applicable to Eurodollar Rate Loans under the Revolving Credit Facility plus 2% per annum.
Defaulting Lender means, subject to Section 2.15(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 unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lenders
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any