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 KeyBank on such day on
such transactions as determined by the Administrative Agent.
Fee Letter means the letter agreement, dated
August 17, 2015, among the Borrower, KeyBank National Association, SunTrust Bank, Regions Bank and the Arrangers.
Covenant Event of Default has the meaning assigned to such term in Section 8.01.
Officer means any of the following officers: chief executive officer, president, chief financial officer, chief administrative officer, treasurer or controller. Unless otherwise qualified, all references to a Financial Officer in this
Agreement shall refer to a Financial Officer of the Borrower.
Foreign Benefit Plan means each material plan, fund,
program or policy established under the law of a jurisdiction other than the United States (or a state or local government thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including
medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which the Borrower or any of its Subsidiaries have any liability with respect to any employee or former employee, but
excluding any Foreign Pension Plan.
Foreign Disposition has the meaning specified in
Foreign Excess Cash Flow has the meaning specified in
Foreign Lender means (a) if the Borrower is a U.S. Person, a Lender that is
not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United
States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Plan means a pension plan required to be registered under the law of a jurisdiction other than the United States (or a state or local government thereof), that is maintained or contributed to by the Borrower or any of its Subsidiaries for
their employees or former employees.
Foreign Subsidiary means any Subsidiary that is organized under the laws of any
political subdivision other than any political subdivision of the United States.
FRB means the Board of Governors of
the Federal Reserve System of the United States.