Interest Rate means, for any Interest Accrual Period and for each Advance outstanding by a Lender for each day during such Interest Accrual Period:
(a) so long as no Accelerated Amortization Event or Event of Default (which has not otherwise been waived by the Lenders pursuant to the terms hereof) has occurred and is continuing, so long as no LIBOR Disruption Event has occurred and is continuing, a rate equal to the Adjusted LIBOR Rate plus the Applicable Margin, and, in the event that a LIBOR Disruption Event has occurred and is continuing, a rate equal to the Base Rate plus the Applicable Margin; and
(b) upon the occurrence and during the continuance of an Accelerated Amortization Event or upon the occurrence and during the continuance of an Event of Default (which has not otherwise been waived by the Lenders pursuant to the terms hereof) the Post-Default Rate.
Investment Company Act means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.
Key Man Event means Dave Girouard and Paul Gu shall (i) cease to be employed by Upstart Network on a full-time basis and actively involved in its day-to-day business affairs for any reason, including without limitation, termination, resignation, retirement or death, or (ii) suffer a permanent disability that renders each of them unable to carry out the duties of his office as such duties existed prior to suffering such permanent disability, and, in the case of any of the foregoing, each of them shall not be replaced by a person acceptable to the Required Lenders within 60 days.
Law means any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, rule of public policy, settlement agreement, statute, or writ, of any Governmental Authority, or any particular section, part or provision thereof.
Lenders means the Persons listed on Schedule 1 and any other Person that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.
Level I Net Interest Margin Trigger means, as of any date of determination, a percentage equal to the sum of (i) the product of (a) the Three-Year Loan Ratio and (b) 3.75%, (ii) the product of (a) the Five-Year Loan Ratio and (b) 7.00% and (iii) the product of (a) the Seven-Year Loan Ratio and (b) 9.00%.