Economic comments and other advice needed to become put because of the Providers so you’re able to Loan providers pursuant so you can

Economic comments and other advice needed to become put because of the Providers so you’re able to Loan providers pursuant so you can

“Tax” setting one expose or upcoming tax, levy, impost, duty, research, costs, fee, deduction otherwise withholding of any characteristics and you will any named, from the whomsoever, to your whomsoever and you will irrespective of where enforced, levied, gathered, withheld or reviewed, and any interest, additions so you’re able to taxation otherwise penalties relevant thereto.

“Termination Date” means the date on which all of the following have occurred: (i) all Loans have been repaid in full in cash, (ii) all other Obligations (other than contingent indemnification obligations for which demand has not been made) under this Agreement and the other Credit Documents have been paid in full in cash or otherwise completely discharged, and (iii)(x) the Commitments have been permanently reduced to zero pursuant to Point dos.9(c), or (y) the Commitments have been terminated pursuant to 1.

“Exchange Will cost you” setting the fresh new charges, costs and expenditures payable of the Merchant or Company to your or inside ninety (90) months adopting the Closing Date concerning the fresh deals considered by the Borrowing Data.

“Complete Payback Several” means, for your Book, the sum of the every planned costs with respect to such as Book (online away from booked repayments away from sales and use income tax with respect so you can a rental), conveyed as the a portion of fresh Acquisition Well worth.

“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Schedule 4, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Area six.16.

““Open-ended Dollars” means bucks and cash Counterparts that aren’t subject to otherwise at the mercy of people Lien or any other preferential plan and only one creditor.

“Legitimacy Make sure” ensures that specific verify agreement by which the new Authenticity Guarantor believes, on the brand new density away from particular enumerated events, to undoubtedly, for any reason and you will irrevocably guarantee the full and fast fee whenever due, whether or not at the stated readiness, by the needed prepayment, ounts owed from the Providers hereunder.

“Confirmation Agent” mode Xxxxx Fargo Bank, Letter.Good., in its potential because the merchant away from services within the Confirmation Agent Arrangement, or one successor thereto otherwise assignee thereof with the the total amount let from the Confirmation Agent Arrangement.

“Verification Broker Agreement” indicate the brand new Verification Representative Agreement, old as of the , from the and you can anywhere between Company, Verification Broker and you can Administrative Representative, since it ended, supplemented or else altered occasionally.

Part 7

“Verification Skills” form according to the regards to the newest Confirmation Broker Agreement, Organization features delivered, or triggered getting brought to the newest Confirmation Agent, this new Lease File connected with for every Lease that is, toward including Borrowing Date, are transferred and you will brought to Providers pursuant for the Advantage Product sales Arrangement, together with Administrative Representative has already established a verification Certification throughout the Confirmation Agent.

Part 5

“Per week Payment Number” means, when it comes down to Book the brand new “Total of Payments” (not including transformation and employ taxation) listed on the Lease Agreement split up by the 52.

1.1 Accounting Terms. Except as otherwise expressly offered herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. 1(a) and 1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in 1(e), if applicable). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Company, the Requisite Lenders or the Administrative Agent shall so request, the Administrative Agent, the Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP and accounting principles and policies in conformity with those used to prepare the Historical Financial Statements and (b) Company shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. If Administrative Agent and Company cannot agree upon the required amendments within thirty (30) days following the date of implementation of any applicable change in GAAP, then all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Credit Documents shall be prepared, delivered and made without regard to the underlying change in GAAP.

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