delivered as herein provided shall be an acceptable means of Notice, with the date of receipt of the electronic transmission being deemed the date of Notice. Any Notice delivered pursuant to Section 7.1(G)(ii), if received (as described in the preceding sentences of this definition, and prior to giving effect to this sentence) on a day that is not a Business Day, or after 5:00 p.m. on a Business Day, shall be deemed to have been received by the recipient for the purposes of Section 7.1(G) only on the next Business Day.
“Origination Fees” mean fees earned and received by the Company for the origination of loans, but excludes any other fees earned and received, including fees associated with due diligence and loan extension.
“Other Fees” fees earned and received by the Company, which are excluded under the definition of “Origination Fees”.
“Other Member” has the meaning set forth in Section 9.2(A).
“Other Member’s Deposit” has the meaning set forth in Section 9.2(B).
“Outgoing Fees” means fees paid or disbursed by the Company in connection with Investments, including origination fees paid by the Company and other fees associated with due diligence, if any.
“Percentage Interest” means, with respect to a Member, at any particular date, the aggregate Capital Contributions of a Member (and/or its direct or indirect predecessors as such) divided by the aggregate Capital Contributions of all of the Members (and/or their respective direct or indirect predecessors as such), all as determined as at such date.
“Person” means any (i) individual, corporation, company, partnership (including any limited partnership or limited liability partnership), limited liability company, joint venture, association, trust (including a common law trust, business trust, statutory trust or any other form of trust), or other entity or unincorporated organization or (ii) government (including a country, state, county or any other governmental subdivision, agency or instrumentality), in the case of (i) or (ii), whether domestic or foreign.
“Primary Responsibility” means, with respect to the specified activities and/or undertakings, the responsibility and obligation to plan, initiate and implement such activities and undertakings, in all events subject to Section 7.1(D).
“Proscribed Action” means (A) any Investment Related Action (including the execution of any agreement or other instrument or the consummation of any transaction or other arrangement) that (1) would involve, authorize or result in (i) any new, or any increase of any existing, funding commitment of the Company, (ii) any action (including the execution of any agreement or other instrument or the consummation of any transaction or other arrangement) that purports to impose any obligation on, or otherwise to bind (except to the extent that such action, if taken by the Company, would be binding as against Fundamental, as a member of the Company, solely by reason of it being binding as against the Company), Fundamental in any