Monetary statements and other advice necessary to getting brought by the Company in order to Loan providers pursuant to help you

Monetary statements and other advice necessary to getting brought by the Company in order to Loan providers pursuant to help you

“Tax” setting people expose or upcoming income tax, levy, impost, obligations, investigations, costs, payment, deduction otherwise withholding of every characteristics and you can any type of titled, from the whomsoever, into whomsoever and wherever enforced, levied, collected, withheld otherwise examined, in addition to one appeal, enhancements to help you income tax otherwise penalties appropriate 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 Area 2.9(c), or (y) the Commitments have been terminated pursuant to 1.

“Transaction Will cost you” setting the fresh fees, will cost you and you will costs payable because of the Supplier or Business to your otherwise within 90 (90) days after the Closing Go out regarding the the fresh new deals contemplated because of the Borrowing from the bank Files.

“Full Repay Several” mode, for Rent, the sum every booked payments with regards to like Lease (online regarding scheduled repayments regarding transformation and rehearse taxation relating to help you a lease), conveyed since a percentage of the amazing Purchase Really worth.

“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Agenda cuatro, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Section six.sixteen.

““Unrestricted Cash” means cash and cash Counterparts which aren’t controlled by or at the mercy of any Lien and other preferential arrangement in support of any creditor.

“Validity Make sure” implies that specific make certain arrangement whereby the Legitimacy Guarantor agrees, up on the fresh new occurrence of specific enumerated events, so you can undoubtedly, unconditionally and irrevocably make sure the full and you will quick fee when due, if or not from the said maturity, by required prepayment, ounts owed by the Team hereunder.

“Verification Representative” function Xxxxx Fargo Bank, Letter.An effective., in strength due to the fact seller regarding attributes beneath the Confirmation Agent Agreement, otherwise one successor thereto or assignee thereof to the extent enabled because of the Confirmation Broker Contract.

“Confirmation Broker Contract” imply the newest Verification Representative Arrangement, old since this new , by the and between Organization, Confirmation Agent and you will Management Representative, because it ended, supplemented or else modified periodically.

Section 7

“Confirmation Knowledge” mode in accordance with the regards to brand new Confirmation Agent Contract, Team have produced, otherwise triggered is brought to the Verification Representative, the fresh Lease File pertaining to for each Book that is, towards such as for example Credit Go out, are transported and taken to Providers pursuant to your House Business Agreement, in addition to Administrative Agent has had a verification Certification regarding the Confirmation Broker.

Area 5

“A week Fee Matter” mode, your Rent the latest “Full out of Money” (excluding transformation and make use of taxation) listed on the Book Contract split of 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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