“Adjusted LIBOR Rate” means a floating rate per annum equal to the then applicable LIBOR Rate plus one hundred forty-five (145) basis points.
“Affiliate” means any Person which (a) directly or indirectly controls or is controlled by, or is under common control with, one or more of the Governmental Agency or any Affiliate or (b) is a supporting organization, as such term is used in connection with Section 509(a)(3) of the Code, of one or more of the Governmental Agency or an Affiliate. For the purposes of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of one or more of the Governmental Agency, or of the Person, whether through stock ownership, membership, voting rights, governing boards, committees, divisions or other bodies with one or more common members, or by contract or otherwise.
“Attorneys’ Fees” means the reasonable value of the services (and all costs and expenses related thereto) of the attorneys (and all paralegals and other staff employed by such attorneys) employed by the Registered Owner from time to time to: (a) take any action in or with respect to any suit or proceedings (bankruptcy or otherwise) relating to this Note; (b) enforce any of the Registered Owner’s rights to collect any of the Obligations; (c) give the Registered Owner advice with respect to this Note, including without limitation advice in connection with any default, workout, or bankruptcy, and (d) prepare any amendments, restatements, amendments, or waivers to this Note or any of the documents executed in connection with any of the Obligations.
“Alternative Benchmark Rate” means the alternative selected by the Registered Owner from those set forth below:
provided that, if the Governmental Agency has a Swap Agreement in effect with respect to all or part of the Loan, in order to more closely align the floating interest rate under the Loan with the floating rate option under the Swap Agreement, the Registered Owner may, in its discretion, replace the relevant alternative rate set forth above with Daily Compounded SOFR;
provided further that, in all events, the relevant alternative (a) is displayed on a screen or other information service selected by the Registered Owner in its reasonable discretion; (b) is administratively feasible for the Registered Owner; (c) the applicable benchmark administrator publishes, publicly announces, or states publicly that such benchmark is administered in accordance with the International Organization of Securities Commission's Principles for Financial Benchmarks; and (d) is identified as the operative rate in at least five then-outstanding Dollar-denominated syndicated credit facilities (as a result of amendment or as originally executed) (and such credit facilities are identified in