Assignment and Assumption means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including
electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
Indebtedness means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in
respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.
Audited Financial Statements means, collectively, the Borrower Audited Financial Statements and the Company Audited
Availability Period means, (a) in respect of the Revolving Credit Facility, the period
commencing on the day after the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and
(iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02, (b) in respect of
the Initial Term Facility, the Closing Date, and (c) in respect of any Incremental Term Facility, as determined in accordance with Section 2.14.
Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1% (b) the rate of interest in effect for such day as publicly announced from time to time by KeyBank as its prime rate, and (c) the Eurodollar Rate plus 1.00%. The prime rate is a rate set
by KeyBank based upon various factors including KeyBanks costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by KeyBank shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Loan means a Revolving Credit Loan or a Term Loan that bears interest based on the Base Rate.
Borrower has the meaning specified in the introductory paragraph hereto.
Borrower Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries
(but not including the Company and its Subsidiaries) for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income or operations, shareholders
equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
Financial Statements has the meaning specified in Section 4.01(a)(ix).