Common use of Financials Clause in Contracts

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above greater than 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (ab) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding Such Status shall remain in effect until the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall next change to be the applicable percentages per annum set forth in the relevant Extension Amendment, effected pursuant to this Section 1.7. (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition Section 1.7 or elsewhere in this AgreementAgreement (other than clause (c) of this Section 1.7), if it is subsequently determined that the First Lien Leverage Consolidated Total Debt to Consolidated EBITDA Ratio or Status set forth in any Compliance Certificate officer’s certificate delivered to the applicable Administrative Agent pursuant to Section 9.1(c) is shown to be inaccurate (as of a time when unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)) for any reason and such inaccuracy, if corrected, would have led to the result thereof is that application of a higher Applicable ABR Margin or the Lenders received interest or fees Applicable LIBOR Margin for any period (an “Applicable Period”) than the Applicable ABR Margin or the Applicable LIBOR Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct officer’s certificate required under Section 9.1(c) for such Applicable Period, (ii) the Applicable ABR Margin and/or Applicable LIBOR Margin shall be retroactively determined based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Consolidated Total Debt to Consolidated EBITDA Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by and Status set forth in such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, corrected officer’s certificate and any shortfall in the interest or fees theretofore paid by (iii) the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed immediately pay to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred the accrued additional interest owing as a result of such non-payment until increased Applicable ABR Margin or the expiration Applicable LIBOR Margin for such Applicable Period. Nothing in this paragraph shall limit the right of such five Business Day period. In addition, at Administrative Agent or any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required Lender under Section 9.12.8(c) or Section 11. (c) Notwithstanding the foregoing, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio Level I Status shall be deemed to be above 4.25 exist at any time (i) the Borrower has not submitted to 1.00 for the purposes Administrative Agent the applicable Section 9.1 Financials or officer’s certificate required under Section 9.1(c) or (ii) an Event of determining the Applicable Margin for Revolving Credit Loans Default exists and is continuing. (in the case of both clause (a) and (cd), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 4.254.00 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (ccd), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding On or before the foregoingCommencement Date, Guarantor shall provide Landlord with current financial statements (aincluding but not limited to balance sheet, income statement, and cash flow statement) dated no earlier than February 1, 2017, prepared in accordance with generally accepted accounting practices, the Applicable Margin federal tax basis accounting (consistently applied) or such other method of accounting, consistently applied, utilized by Guarantor in respect the preparation of financial statements heretofore delivered to Landlord, and certified by Guarantor as being true and correct in all material respect. If Landlord desires to finance, refinance or sell the Premises or any Class part thereof, Guarantor shall within 10 business days after request from Landlord deliver to any potential lender or purchaser designated by Landlord financial statements which are substantially in the same form and content as initially delivered to Landlord as provided above, Guarantor shall not be required to deliver such requested financial statements more than once during the term of Extended Term Loans shall be this Guaranty (which is in addition to the applicable percentages per annum financial statements initially delivered to Landlord as provided above). EXECUTED on the date of the acknowledgment set forth below to be effective, however, as of_____2017. GUARANTOR: Axxx Xxxxx THE STATE OF TEXAS § § § COUNTY OF _____________ This instrument was acknowledged before me this_____day of_________2017 by____________________ Notary Public in and for the relevant Extension AmendmentState of Texas Printed Name of Notary My Commission Expires PURCHASE ADDENDUM TO COMMERCIAL EXXXXXX MONEY CONTACT (REAL ESTATE AGREEMENT) BETWEEN ANS REAL ESTATE LTD., (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder AgreementAS SELLER, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement AND RICH UNCLES NNN OPERATING PARTNERSHIP, LP, AS BUYER This Purchase Addendum is attached to, and (d) in the case made a part of the Term Loans and any Class of New Term LoansExxxxxx Money Contract (the Agreement") between ANS REAL ESTATE LTD., the Applicable Margin shall be increased asas Seller, and to RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as Buyer (the extent, necessary to comply with "Agreement"). If there is any conflict between the provisions of Section 2.14the Agreement and the provisions of this Addendum, the provisions of this Addendum shall control. Notwithstanding anything All paragraph references are to paragraphs in the contrary contained above Agreement and/or in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall Addendum. All terms defined in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio Agreement and this Addendum shall be deemed applicable to be (both the Agreement and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)this Addendum.

Financials. Notwithstanding If the foregoing, (a) Borrower has not submitted to the Applicable Margin Administrative Agent the Section 9.1 Financials within the time periods specified in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term LoansSection 9.1, the Applicable Margin shall be increased as, by 0.50% at each Pricing Level from and including the day after such Section 9.1 Financials are due to but not including the date the Borrower delivers to the extent, necessary to comply with the provisions of Administrative Agent such Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined 9.1 Financials reflecting that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had or equal to 4.00:1. If (i) the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, used to determine the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period is incorrect as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be any error, misstatement or misrepresentation contained in any Section 9.1 Financials, and (and shall beii) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result thereof, the Applicable Margin paid to the Lenders and/or the Letter of such non-payment until Credit Issuers, as the expiration of such five Business Day period. In additioncase may be, at any time during which pursuant to this Agreement is lower than the Applicable Margin that would have been payable to the Lenders and/or the Letter of Credit Issuers, as the case may be, had the Applicable Margin been calculated on the basis of the correct Leverage Ratio, the Applicable Margin in respect of such period will be adjusted upwards automatically and retroactively, and the Borrower shall pay to each Lender and/or each Letter of Credit Issuer, as the case may be, such additional amounts (“Additional Amounts”) as are necessary so that after receipt of such amounts such Lender and/or Letter of Credit Issuer, as the case may be, receives an amount equal to the amount it would have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining received had the Applicable Margin for Revolving Credit Loans (in been calculated during such period on the case basis of both clause (a) and (c), only for so long as such failure continues, after which such ratio and the correct Leverage Ratio. Additional Amounts shall be determined based on payable ten days following delivery by the then existing First Lien Leverage Ratio)Administrative Agent to the Borrower of a notice (which shall be conclusive and binding absent manifest error) setting forth in reasonable detail the Administrative Agent’s calculation of the amount of any Additional Amounts owed to the Lenders and/or the Letter of Credit Issuers. The payment of Additional Amounts shall be in addition to, and not in limitation of, any other amounts payable by the Borrower pursuant to Section 2.8 and Section 4.1. Additional Amounts shall constitute “Obligations”. The agreements in this paragraph shall survive the payment of the Loans and all other Obligations payable under this Agreement and the termination of the Commitments.

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).clause