“Available Equity Amount” means, at any time, (a) the aggregate amount of (i) Cumulative CFADS, (ii) proceeds of any cash capital contributions to Holdings (other than in connection with the exercise of a Cure Right), (iii) Net Equity Proceeds from the sale or issuance of any Equity Interests of Holdings (other than in connection with the exercise of a Cure Right), (iv) proceeds received by Holdings from the issuance or sale of convertible or exchangeable Disqualified Equity Interests of Holdings or convertible or exchangeable debt securities of Holdings, in each case that have been converted into or exchanged for Equity Interests of Holdings or any direct or indirect parent of Holdings (other than Equity Interests (or Disqualified Equity Interests or debt securities) sold to a Subsidiary of Holdings) and (v) proceeds from the issuance to the Sponsor or any of its subsidiaries (other than Holdings or any of its subsidiaries) of any Indebtedness of Holdings, which Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the Arrangers), in the case of each of clauses (i), (ii), (iii), (iv) and (v), to the extent such proceeds (x) have been contributed by Holdings to, and received by, Borrower on or after the Closing Date (but excluding the aggregate amount of any such proceeds received on the Closing Date and included in the calculation of the Closing Date Leverage Requirement) and (y) are not already included in Cumulative CFADS for any period after the Closing Date, less (b) the aggregate amount of Restricted Junior Payments made pursuant to Section 6.4(c) or Section 6.4(i) on and after the Closing Date, less (c) the aggregate amount of Investments made pursuant to Section 6.6(h) on and after the Closing Date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.
“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (iii) the sum of (a) the Adjusted Eurocurrency Rate (after giving effect to any Adjusted Eurocurrency Rate “floor”) that would be payable on such day for a Eurocurrency Rate Loan with a one-month interest period plus (b) the difference between the Applicable Margin for Eurocurrency Rate Loans and the Applicable Margin for Base Rate Loans. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate, respectively.
“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.
“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.
“BMO” means Bank of Montreal.
“BNS” means The Bank of Nova Scotia.
“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.