FSHCO means, subject to Section 7.9(f) [Specified
Subsidiaries], any Domestic Subsidiary of the Borrower that has no material assets other than Equity Interests or Indebtedness of one or more Foreign Subsidiaries of the Borrower that are CFCs, or one or more Domestic Subsidiaries of the
Borrower that are other FSHCOs.
Fund means any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.
GAAP means generally accepted accounting principles as are in effect from time to time, subject to the provisions of
Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts.
Governmental Authority means any nation or government, any state, province, city, municipal entity or other political
subdivision thereof, any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau or similar body, whether federal, state, provincial, territorial, local
or foreign, 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
(including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial
Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
GS Standby Letter of Credit Agreement means that certain Agreement for Irrevocable Standby Letters of Credit, dated as of
February 17, 2022 (as such agreement may be amended from time to time in a manner not materially adverse to the Lenders), by and between the Borrower, as applicant, and Goldman Sachs Bank USA, as issuing bank, as amended, restated or replaced
from time to time.
guaranteeing person means as is specified in the definition of Guaranty.
Guarantors means, collectively, (a) each direct or indirect Subsidiary of the Borrower (other than Excluded
Subsidiaries), and (b) any other Person that is from time to time party to the Guaranty Agreement or any other agreement pursuant to which it guarantees the Obligations or any portion thereof.
Guaranty means, as to any Person (the guaranteeing person), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank under any letter of credit) to the extent the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation in order to induce the creation of such
obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the primary obligations) of any other third Person (the primary obligor) in any manner,
whether directly or indirectly, including, without limitation, reimbursement obligations under letters of credit and any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guaranty shall not include
(i) indemnification or reimbursement obligations of a Person under or in respect of Surety Bonds to the issuer of such Surety Bond, (ii) ordinary course performance guarantees by any Loan Party of
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