“Tax” means one establish otherwise coming tax, levy, impost, obligation, analysis, costs, commission, deduction otherwise withholding of every character and you will whichever named, because of the whomsoever, maxloan.org/payday-loans-pa toward whomsoever and you can regardless of where imposed, levied, built-up, withheld otherwise reviewed, also one interest, additions to help you taxation 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 Point dos.9(c), or (y) the Commitments have been terminated pursuant to step 1.
“Transaction Costs” means brand new fees, will set you back and you will expenditures payable from the Supplier otherwise Team to the otherwise inside ninety (90) weeks adopting the Closure Big date regarding the the transactions considered because of the Credit Documents.
“Complete Pay Several” means, when it comes to Book, the sum most of the booked costs in terms of such as for instance Lease (web regarding scheduled payments out of transformation and use income tax with respect so you can a rent), expressed because a portion of your brand-new Buy Worth.
“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Plan 4, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Area six.sixteen.
““Open-ended Cash” mode cash and money Equivalents that are not subject to or subject to people Lien or any other preferential arrangement in support of people collector.
“Validity Make certain” implies that specific ensure arrangement for which the fresh new Authenticity Guarantor believes, on brand new occurrence away from specific enumerated events, so you’re able to definitely, for any reason and you can irrevocably make sure the complete and you can punctual fee whenever due, whether at the mentioned readiness, by needed prepayment, ounts due by the Team hereunder.
“Verification Representative” means Xxxxx Fargo Bank, Letter.A., within its capability because the vendor off features within the Verification Representative Arrangement, otherwise people replacement thereto otherwise assignee thereof towards the quantity allowed from the Confirmation Broker Agreement.
“Confirmation Agent Agreement” suggest this new Confirmation Representative Arrangement, dated as of the brand new , because of the and ranging from Providers, Confirmation Agent and you will Management Broker, because ended, formulated or else changed occasionally.
Area seven
“Verification Experiences” setting in accordance with the regards to the brand new Confirmation Agent Contract, Providers has introduced, otherwise brought about as delivered to the fresh new Verification Broker, the Lease Document about for each Book that’s, with the instance Borrowing Date, are transported and you may delivered to Business pursuant toward Investment Deals Arrangement, therefore the Administrative Broker has received a verification Certificate on Confirmation Broker.
Section 5
“Per week Percentage Count” function, for any Lease the fresh new “Full from Money” (excluding conversion process and use income tax) on the Rent Arrangement split from 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.