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the next preceding Business Day as so published on the next succeeding Business Day; and (b) if
<br /> no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate
<br /> for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of
<br /> one-hundredth of one percent) charged to Wells Fargo Bank,National Association on such day on
<br /> such transactions as determined by Wells Fargo Bank,National Association.
<br /> "Future Bonds" means the first issuance Bonds and/or bond anticipation notes of the
<br /> Authority issued after the Closing Date,the proceeds of which shall be used to pay the outstanding
<br /> principal of and interest on the Note in full.
<br /> "Governmental Authority"means the government of the United States or any other nation,
<br /> or of any political subdivision thereof, whether state or local, and any agency, authority,
<br /> instrumentality, regulatory body, court, central bank or other entity exercising executive,
<br /> legislative,judicial, taxing, regulatory or administrative powers or functions of or pertaining to
<br /> government (including, without limitation, the Financial Conduct Agency, the Prudential
<br /> Regulation Authority and any supra-national bodies such as the European Union or the European
<br /> Central Bank).
<br /> "Guarantee"means, as to any Person, any (a) any obligation, contingent or otherwise, of
<br /> such Person guaranteeing or having the economic effect of guaranteeing any Debt or other
<br /> obligation payable or performable by another Person (the 'primary obligor") in any manner,
<br /> whether directly or indirectly, and including any obligation of such Person,direct or indirect,(i)to
<br /> purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other
<br /> obligation, (ii)to purchase or lease property, securities or services for the purpose of assuring the
<br /> obligee in respect of such Debt or other obligation of the payment or performance of such Debt or
<br /> other obligation, (iii)to maintain working capital, equity capital or any other financial statement
<br /> condition or liquidity or level of income or cash flow of the primary obligor so as to enable the
<br /> primary obligor to pay such Debt or other obligation,or(iv) entered into for the purpose of assuring
<br /> in any other manner the obligee in respect of such Debt or other obligation of the payment or
<br /> performance thereof or to protect such obligee against loss in respect thereof(in whole or in part),
<br /> or (b) any lien on any assets of such Person securing any Debt or other obligation of any other
<br /> Person, whether or not such Debt or other obligation is assumed by such Person (or any right,
<br /> contingent or otherwise, of any holder of such Debt to obtain any such lien). The amount of any
<br /> Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the
<br /> related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if
<br /> not stated or determinable, the maximum reasonably anticipated liability in respect thereof as
<br /> determined by the guaranteeing Person in good faith. The term "Guarantee" as a verb has a
<br /> corresponding meaning.
<br /> "Investor Letter"has the meaning set forth in Section 2.01(b)hereof.
<br /> "Kyle" has the meaning set forth in the recitals hereof.
<br /> "Maximum Federal Corporate Tax Rate"means,for any day,the maximum rate of income
<br /> taxation imposed on corporations pursuant to Section 11(b)of the Code,as in effect as of such day
<br /> (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations
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