Fitch means Fitch, Inc., or its successor.
Floor means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted EURIBO Rate, EURIBO Rate or each Adjusted Daily Simple RFR. For the avoidance of doubt the initial Floor for each of Adjusted EURIBO Rate, EURIBO Rate, or each Adjusted Daily Simple RFR shall be 0 %.
Foreign Bank means, relative to credit extended to a Borrower, (a) if the Applicable Borrower is a U.S. Person, a Bank that is not a U.S. Person, and (b) if the Applicable Borrower is not a U.S. Person, a Bank that is resident or organized under the laws of a jurisdiction other than that in which the Applicable Borrower is resident for tax purposes.
Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
GAAP means generally accepted accounting principles as in effect from time to time in the United States.
Governmental Acts is defined in Section 4.09(a).
Governmental Authority means any nation or
government, any federal, state, local or otherany political subdivision thereof and anywhether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
Guarantor means Baxter International Inc., a Delaware corporation.
Guaranty means the Amended and Restated Guaranty, dated as of the
ClosingFirst Amendment Effective Date, executed by the Guarantor, substantially in the form of Exhibit 4.01 hereto.
IBA has the meaning assigned to such term in Section 1.04.
Impacted Interest Period has the meaning assigned to such term in the definition of Eurocurrency Rate.
Indemnified Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
Ineligible Institution means (a) a natural person, (b) a Defaulting Bank or its Parent, (c) the Guarantor, any of its Subsidiaries or any of its Affiliates, (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (e) a Disqualified Institution.
Interest Payment Date means (a) with respect to any RFR Advance, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Advance (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Termination Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term