GAAP means generally accepted accounting principles in the United States of America.
Governmental Authority means the government of the United States of America, any other nation or any political subdivision thereof, whether 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.
Grant means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Pledged Assets or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of such collateral, and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.
Increased Costs means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.11.
Indemnitee has the meaning assigned to such term in Section 10.03(b).
Interest Proceeds has the meaning set forth in the Security Agreement.
Interests means the membership interests in the Borrower issued pursuant to the LLC Agreement, with an initial value at least equal to $25,000,000.
Investment Company Act has the meaning assigned to such term in Section 2.09(d).
IRS means the United States Internal Revenue Service.
Lender and Lenders have the meanings set forth in the preamble.
LIBO Rate means, with respect to any Advance for any day, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page, or any successor to or substitute for such page, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such day (or, if such day is not a Business Day, on the immediately preceding Business Day), as the rate for dollar deposits with a maturity of three months. In the event that such rate is not available at such time for any reason, then the LIBO Rate with respect to such Advance shall be the rate at which dollar deposits of $5,000,000 and for a three month maturity are offered by the principal London office of the Administrative Agent or the principal London office of any bank reasonably selected by the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the applicable day (or, if such day is not a Business Day, on the immediately preceding Business Day). For the avoidance of doubt, the LIBO Rate shall always be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.