Common use of Added Definitions Clause in Contracts

Added Definitions. For purposes of this Agreement, the following additional terms shall have the following meanings: (i) “Adjusted LIBOR”, with respect to any Transaction Period, the interest rate per annum determined by Buyer by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the Intercontinental Exchange Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBOR Rate (“ICE LIBOR”), as published by Reuters (currently Reuters LIBOR01 page) (or any other commercially available source providing quotations of ICE LIBOR as designated by Buyer from time to time) at approximately 11:00 a.m. (London, England time) for deposits in U.S. Dollars with a duration comparable to such Transaction Period on the second London Banking Day preceding the first day of such Transaction Period (or if a rate cannot be determined under the foregoing, an interest rate per annum equal to the average (rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) of the interest rates per annum at which deposits in U.S. Dollars with a duration comparable to such Transaction Period in a principal amount substantially equal to the Purchase Price for the applicable Transaction outstanding during such Transaction Period are offered to the principal London office of Buyer by three London banks, selected by Buyer in good faith, at approximately 11:00 a.m. (London, England time) on the second London Banking Day preceding the first day of such Transaction Period), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The calculation of Adjusted LIBOR may also be expressed by the following formula: “Applicable Margin”, as of any date of determination, a percentage rate equal to: ICE LIBOR or appropriate successor Adjusted LIBOR = 1. 00 - Euro-Rate Reserve Percentage Adjusted LIBOR shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. Buyer shall give prompt notice to Agent of Adjusted LIBOR as determined or adjusted in accordance herewith (which determination shall be conclusive absent manifest error). Notwithstanding the foregoing, if Adjusted LIBOR as determined herein would be less than zero (0.00), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement. (A) if the Credit Agreement Pricing Level is I as of such date of determination, 1.35%, (B) if the Credit Agreement Pricing Level is II as of such date of determination, 1.15%, (C) if the Credit Agreement Pricing Level is III as of such date of determination, 1.00%, (D) if the Credit Agreement Pricing Level is IV as of such date of determination, 0.90%, or (E) if the Credit Agreement Pricing Level is V as of such date of determination, 0.85%. (ii) “Breakage Amount”, with respect to any Breakage Event pertaining to any outstanding Transaction, an amount equal to the loss, cost and expense (if any) actually incurred by Buyer and attributable to such Breakage Event but excluding loss of anticipated profits, in each case as determined in good faith by Buyer and notified to Agent in writing; it being understood that any written notice from Buyer indicating such amount and setting forth in reasonable detail the calculations used by Buyer to determine such amount, shall be conclusive absent manifest error. (iii) “Breakage Event”, with respect to any Transaction, (A) the termination of such Transaction before the Repurchase Date specified in the Confirmation for such Transaction (1) by Seller or Buyer in accordance with Paragraph 3(c)(ii) or Paragraph 11, respectively, of the SIFMA Master, as amended by this Annex I, or (2) as the result of the Termination Date occurring under the Securitization Loan Agreement; or (B) the transfer of any cash by Seller to Buyer during the Transaction Period for such Transaction as required pursuant to Paragraph 4(a) of the SIFMA Master, as amended by this Annex I; (iv) “Breakage Period”, with respect to any Breakage Event, the period commencing on (and including) (x) in the case of a Breakage Event of the type described in clause (A) of the definition thereof, the effective date of Seller’s termination of the applicable Transaction or (y) in the case of a Breakage Event of the type described in clause (B) of the definition thereof, the date on which such cash is transferred by Seller to Buyer, and, in each case, ending on (but excluding) the next succeeding Monthly Date; (v) “Euro-Rate Reserve Percentage”, the meaning ascribed to such term in the Securitization Loan Agreement;Credit Agreement Pricing Level”, as of any date of determination, the applicable “Pricing Level” (denominated as either I, II, III, IV or V) in effect under the Credit Agreement on such date determined in accordance with the table appearing in clause (b) of the definition of “Applicable Rate” set forth in the Credit Agreement and based on the information set forth in the most recent Compliance Certificate delivered thereunder;

Added Definitions. For purposes of this Agreement, the following additional terms shall have the following meanings: (i) “Adjusted LIBOR”, with respect to any Transaction Period, the interest rate per annum determined by Buyer by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the Intercontinental Exchange Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBOR Rate (“ICE LIBOR”), as published by Reuters (currently Reuters LIBOR01 page) (or any other commercially available source providing quotations of ICE LIBOR as designated by Buyer from time to time) at approximately 11:00 a.m. (London, England time) for deposits in U.S. Dollars with a duration comparable to such Transaction Period on the second London Banking Day preceding the first day of such Transaction Period (or if a rate cannot be determined under the foregoing, an interest rate per annum equal to the average (rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) of the interest rates per annum at which deposits in U.S. Dollars with a duration comparable to such Transaction Period in a principal amount substantially equal to the Purchase Price for the applicable Transaction outstanding during such Transaction Period are offered to the principal London office of Buyer by three London banks, selected by Buyer in good faith, at approximately 11:00 a.m. (London, England time) on the second London Banking Day preceding the first day of such Transaction Period), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The calculation of Adjusted LIBOR may also be expressed by the following formula: “Applicable Margin”, as of any date of determination, a percentage rate equal to: ICE LIBOR or appropriate successor Adjusted LIBOR = 1. 00 = 1.00 - Euro-Rate Reserve Percentage Adjusted LIBOR shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. Buyer shall give prompt notice to Agent Seller of Adjusted LIBOR as determined or adjusted in accordance herewith (which determination shall be conclusive absent manifest error). Notwithstanding the foregoing, if Adjusted LIBOR as determined herein would be less than zero (0.00), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement. (A) if the Credit Agreement Pricing Level is I as of such date of determination, 1.35%, (B) if the Credit Agreement Pricing Level is II as of such date of determination, 1.15%, (C) if the Credit Agreement Pricing Level is III as of such date of determination, 1.00%, (D) if the Credit Agreement Pricing Level is IV as of such date of determination, 0.90%, or (E) if the Credit Agreement Pricing Level is V as of such date of determination, 0.85%. (ii) “Breakage Amount”, with respect to any Breakage Event pertaining to any outstanding Transaction, an amount equal to the loss, cost and expense (if any) actually incurred by Buyer and attributable to such Breakage Event but excluding loss of anticipated profits, in each case as determined in good faith by Buyer and notified to Agent Seller in writing; it being understood that any written notice from Buyer indicating such amount and setting forth in reasonable detail the calculations used by Buyer to determine such amount, shall be conclusive absent manifest error. (iii) “Breakage Event”, with respect to any Transaction, (A) the termination of such Transaction before the Repurchase Date specified in the Confirmation for such Transaction (1) by Seller or Buyer in accordance with Paragraph 3(c)(ii) or Paragraph 11, respectively, of the SIFMA Master, as amended by this Annex I, or (2) as the result of the Termination Date occurring under the Securitization Loan Receivables Purchase Agreement; or (B) the transfer of any cash by Seller to Buyer during the Transaction Period for such Transaction as required pursuant to Paragraph 4(a) of the SIFMA Master, as amended by this Annex I, if Buyer has applied such funds to the unpaid Repurchase Price with respect to such Transaction pursuant to Paragraph 4(c) of the SIFMA Master, as amended by this Annex I; (iv) “Breakage Period”, with respect to any Breakage Event, the period commencing on (and including) (x) in the case of a Breakage Event of the type described in clause (A) of the definition thereof, the effective date of Seller’s or Buyer’s termination of the applicable Transaction or (y) in the case of a Breakage Event of the type described in clause (B) of the definition thereof, the date on which such cash is transferred by Seller to Buyer, and, in each case, ending on (but excluding) the next succeeding Monthly Date; (v) “Euro-Rate Reserve Percentage”, the meaning ascribed to such term in the Securitization Loan Agreement;Credit Agreement Pricing Level”, as of any date of determination, the applicable “Pricing Level” (denominated as either I, II, III, IV or V) in effect under the Credit Agreement on such date determined in accordance with the table appearing in clause (b) of the definition of “Applicable Rate” set forth in the Credit Agreement and based on the information set forth in the most recent Compliance Certificate delivered thereunderReceivables Purchase Agreement;