“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement, in each case together with each of their respective permitted successors.
“Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender (or any Affiliate thereof), as the case may be); provided that at the time of entering into a Hedge Agreement, no Lender Counterparty shall be a Defaulting Lender.
“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by any Issuing Bank pursuant to this Agreement.
“Letter of Credit Expiration Date” means the day that is 180 days after the Revolving Commitment Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day); provided that if any Letter of Credit remains outstanding on the day which is ten Business Days prior to the Revolving Commitment Termination Date, then Borrower shall either provide Cash Collateral or backstop letters of credit satisfactory to the applicable Issuing Bank that issued such Letter of Credit in an amount equal to the Minimum Collateral Amount.
“Letter of Credit Sublimit Pro Rata Share” means $83,333,333.33 for each of BNS and Natixis and $83,333,333.34 for HSBC Canada.
“Letter of Credit Sublimit” means the lesser of (i) $250,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.
“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the Dollar Equivalent of the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the Dollar Equivalent of the aggregate amount of all drawings under Letters of Credit honored by any Issuing Bank and not theretofore reimbursed by or on behalf of Borrower (including through Revolving Loans).
“Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) the positive difference between (A) Borrower Total Debt as of such day less (B) the aggregate amount (not to exceed $250,000,000) of Unrestricted Cash of Borrower, the Guarantors and, solely to the extent the applicable Cash or Cash Equivalents are held in a distribution account as of the applicable date of determination and actually distributed to the Borrower or a Guarantor after such date but prior to the date on which the Compliance Certificate for the four-Fiscal Quarter period ending on such date is required to have been delivered in accordance with Section 5.1(d), the Non-Recourse Subsidiaries included in the consolidated balance sheet of Holdings and its Subsidiaries as of such date to (ii) the aggregate amount of CFADS for the four-Fiscal Quarter period ending on such date; provided, however, that the Leverage Ratio for any Fiscal Quarter in which Holdings or any of its Subsidiaries has (a) acquired, directly or indirectly, any Equity Interests in any Person or any property permitted hereunder, (b) made any investments or capital expenditures permitted hereunder or (c) incurred, repaid or refinanced any Indebtedness (other than Loans), in any case at any time after the first day of such Fiscal Quarter, shall be calculated by giving pro forma effect to such acquisition, investment or capital expenditure, or such incurrence, repayment or refinancing as if such acquisition, investment or capital expenditure, or such incurrence, repayment or refinancing had occurred on the first day of such Fiscal Quarter, and by deeming historical financial performance of such Person or property for such Fiscal Quarter and each Fiscal Quarter prior thereto to be equal to the projected financial performance for the corresponding Fiscal Quarter in the following calendar year (as determined in the good faith reasonable judgment of Borrower).