LIBOR Reserve Percentage means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board, as such Regulation may be amended from time to time or any successor Regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special or marginal reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Rate Loans is determined), whether or not any Lender has any eurocurrency liabilities subject to such reserve requirement at that time.
LIBOR Rate Loan means any Loan the rate of interest applicable to which is based with LIBOR Rate.
Loan means an extension of credit by a Lender to the Borrowers under Article II in the form of a Revolving Loan or a Swingline Loan.
Loan Documents means collectively, this Agreement, each Note, the Guaranty, each Collateral Document, each Issuer Document, each Joinder Agreement, and (g) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, and the TD Bank Fee Letter, each as amended, modified or supplemented; provided, however, that for purposes of Section 10.01, Loan Documents shall mean this Agreement, the Guaranty and the Collateral Documents. For the avoidance of doubt, the Loan Documents shall exclude any Swap Contract and any other Bank Product Agreement.
Loan Notice means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.
Loan Parties means, collectively, the Borrowers and each Guarantor.
London Banking Day means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.
Master Account means that certain deposit account (account number ending in 6051) of the Borrower Representative maintained with TD Bank and described in and subject to the Cash Management Agreements, and such other account(s) as the Loan Parties (or the Borrower Representative) and TD Bank may, from time to time, designate as master account(s).
Master Letter of Credit Agreement means that certain Master Letter of Credit Agreement, dated as of August 15, 2013, as amended, among the Company, SWSC and TD Bank, N.A., as amended, restated, amended and restated or otherwise modified from time to time.
Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; (c) from and after the Springing Lien Trigger Date, a material adverse effect on (i) a material portion of the Collateral or (ii) the effectiveness of the Administrative Agents Liens on the Collateral, taken as a whole, or the priority of such Liens; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.