Multiemplover Plan means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Borrower or the Servicer, as the case may be, or any ERISA Affiliate of such Person, contributed or had any obligation to contribute on behalf of its employees at any time during the current year or the
preceding five years.
Nationally Recognized Valuation Firm means each of: (i) Houlihan Lokey Howard &
Zukin, (ii) Lincoln International LLC (f/k/a Lincoln Partners LLC), (iii) Duff & Phelps Corp., (iv) Valuation Research Corporation, (v) FTI Consulting, Inc., (vi) Murray Devine, and (vii) any other nationally recognized
accounting firm or valuation firm approved by the Administrative Agent in its reasonable discretion.
Non-Defaulting Lender means any Liquidity Bank or Institutional Lender that is not a Defaulting Lender.
Non-Defaulting Lender Group means, at any time, each Lender Group that does not
include a Defaulting Lender at such time.
Non-U.S. Lender has the meaning
assigned to that term in Section 2.11(d).
Noteless Loan Asset means a Loan Asset with respect
to which the Loan Agreements (i) do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan Asset or (ii) require any holder of the indebtedness created under such Loan Asset to
affirmatively request a promissory note from the related Obligor.
Notice of Borrowing means an irrevocable written
notice of borrowing from the Borrower to the Administrative Agent and each Lender Agent in the form attached hereto as Exhibit F.
Notice of Exclusive Control has the meaning specified in the Collection Account Agreement with respect to the Collection
Account and the meaning specified in the URCA Account Agreement with respect to the URCA Account.
Notice of Reduction
means a notice of a reduction of the Advances Outstanding pursuant to Section 2.18, in the form attached hereto as Exhibit G.
Obligations means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral Custodian arising under
this Agreement or any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances, Breakage Fees, Fees, Hedge Breakage Costs, indemnifications and other amounts due or to become due
by the Borrower to the Lenders, the Administrative Agent, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Account Bank under this Agreement or any other Transaction Document, including, without limitation, any Fee Letter
and costs and expenses payable by the Borrower to the Lenders, the Administrative Agent, the Lender Agents, the Account Bank, the Collateral Agent or the Collateral Custodian, including reasonable attorneys fees, costs and expenses, including
without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).
Obligor means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.
Obligor Group means, collectively, each Obligor and its direct corporate or entity parents and subsidiaries;
provided, that Obligors will not be considered members of the same Obligor Group solely as a result of a relationship based on the direct or indirect ownership of, or control by, a common owner which is a financial institution, asset manager,
private equity sponsor, fund, investment vehicle or similar entity which is in the business of making diversified investments.
Officers Certificate means a certificate signed by the president, the secretary, an assistant secretary, the chief
financial officer or any vice president, as an authorized officer, of any Person.
Opinion of Counsel means a written
opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion; provided that Latham & Watkins LLP, Richards, Layton & Finger, P.A., and Sutherland Asbill & Brennan
LLP, and with respect to Maryland law matters only, Venable, LLP, shall be considered acceptable counsel for purposes of this definition.