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<br />5 <br /> <br />“Agreement” or “Third Amended and Restated Agreement” means the Third Amended and <br />Restated Loan Agreement dated as of even date with this Indenture, between the Issuer and the <br />Borrower, as amended or supplemented from time to time. <br />“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the <br />Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per <br />annum and (c) the Daily BSBY Rate in effect on such day plus 1.00% per annum, provided that <br />the Alternate Base Rate shall at no time be less than 1.00% per annum. If BSBY Rate Calculation <br />Agent shall have determined (which determination shall be conclusive absent clearly manifest <br />error) that it is unable to ascertain the Federal Funds Rate or the Daily BSBY Rate for any reason, <br />including the inability or failure of BSBY Rate Calculation Agent to obtain sufficient quotations <br />in accordance with the terms of the definition of the term Federal Funds Rate, the Alternate Base <br />Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding <br />sentence until the circumstances giving rise to such inability no longer exist. Any change in the <br />Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily BSBY <br />Rate, as applicable, shall be effective from and including the effective date of such change in the <br />Prime Rate, the Federal Funds Rate or the Daily BSBY Rate, as applicable, respectively. <br />“Alternate Confirming Letter of Credit” means an irrevocable standby letter of credit <br />authorizing drawings thereunder by the Trustee issued by a bank, a trust company or other financial <br />institution and meeting the requirements of Section 5.09 hereof, which Alternate Confirming <br />Letter of Credit shall be the same in all material respects (except as to expiration date) as the <br />Confirming Letter of Credit. <br />“Alternate Letter of Credit” means an irrevocable direct pay letter of credit authorizing <br />drawings thereunder by the Trustee issued by a bank, a trust company or other financial institution <br />and meeting the requirements of Section 5.09 hereof, which Alternate Letter of Credit shall be the <br />same in all material respects (except as to expiration date) as the Letter of Credit. <br />“Authorized Borrower Representative” means the person designated at the time pursuant <br />to the Agreement to act on behalf of the Borrower by written instrument furnished to the Issuer <br />and the Trustee, containing the specimen signature of such person and signed by any officer of <br />such Borrower. Such instrument may designate an alternate or alternates. <br />“Available Tenor(s)” means, as of any date of determination and with respect to the then- <br />current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such <br />Benchmark (or component thereof) that is or may be used for determining the length of an Interest <br />Period pursuant to the Agreement or the Indenture, or (y) otherwise, any payment period for <br />interest calculated with reference to such Benchmark (or component thereof), as applicable, that <br />is or may be used for determining any frequency of making payments of interest calculated with <br />reference to such Benchmark pursuant to the Agreement or the Indenture, in each case, as of such <br />date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- <br />removed from the definition of “Interest Period” pursuant to Section 2.16(a) of this <br />Indenture titled “Benchmark Replacement Setting”. <br />“Bank” means, upon issuance and effectiveness of any Letter of Credit or Alternate Letter <br />of Credit, the issuer thereof and its successors and assigns and, during any period in which a