Tax Lender has the meaning specified therefor in Section 14.2(a) of the Agreement.
Tax Lender has the meaning set forth in Section 15.2(a).
Tax Lender has the meaning specified therefor in Section 2.16(b) of this Agreement.
Examples of Tax Lender in a sentence
Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.
More Definitions of Tax Lender
Tax Lender has the meaning specified therefor in Section 13.3 of this Agreement.
Tax Lender has the meaning specified therefor in Section 17.2(a) of the Agreement.
Tax Lender has the meaning set forth in Section 16.11(g).
Tax Lender has the meaning specified therefor in Section 14.2(a) of this Agreement. “Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. “Term Loan” has the meaning specified therefor in Section 2.2 of this Agreement. “Term Loan Amount” means $15,000,000. “Term Loan Base Rate Margin” has the meaning set forth in the definition of Applicable Margin. “Term Loan Borrowing Base” means the result of (a) the lesser of (i) the Term Loan Maximum Amount, and (ii) 25% of the FMV of Eligible IP identified in the most recent Acceptable Appraisal of Eligible IP, minus (b) the aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement. “Term Loan Commitment” means, with respect to each Lender, its Term Loan Commitment, and, with respect to all Lenders, their Term Loan Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to this Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Term Loan Lender Term under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of this Agreement. As of the Amendment No. 3 Effective Date, the outstanding principal amount of the Term Loan is $11,500,000 (which balance is before giving effect to the payment due on October 31, 2021). “Term Loan Exposure” means, with respect to any Term Loan Lender, as of any date of determination (a) prior to the funding of the Term Loan, the amount of such Lender’s Term Loan Commitment, and (b) after the funding of the Term Loan, the outstanding principal amount of the Term Loan held by such Lender. “Term Loan Lender” means a Lender that has a Term Loan Commitment or that has a portion of the Term Loan. “Term Loan LIBOR RateSOFR Margin” has the meaning set forth in the definition of Applicable Margin. “Term Loan Maximum Amount” means the Term Loan Amount; provided, that such amount shall be permanently reduced (i) by an amount equal to each payment of the Term Loan made or required to be made pursuant to Section 2.2 of this Agreement, each prepayment of the Term Loan made pursuant to Section 2.4(d)(ii), and each p...
Tax Lender has the meaning specified therefor in Section 16.2(a). “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), fees, assessments or other charges imposed by any Governmental Authority or Regulatory Authority, including any interest, additions to tax or penalties applicable thereto. “Term Loan” and “Term Loans” means collectively, the Initial Term Loan and each Additional Term Loan. “Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the aggregate of unfunded Commitments and outstanding principal amount of Term Loans held by such Lender at such time. “Term Loan Request” means the form delivered by the Borrower pursuant to Section 2.2(b) in substantially the form of Exhibit D attached hereto. “Third Amendment Effective Date” means November 10, 2023. “Threshold Acquisition” has the meaning specified therefor in the definition of “Permitted Acquisitions”. “Title Insurance Policy” means a mortgagee’s loan policy, in form and substance satisfactory to Agent, together with all reasonable endorsements made from time to time thereto, issued to Agent by or on behalf of a title insurance company selected by or otherwise satisfactory to Agent (the “Title Insurance Company”), insuring the Lien created by an Acquired Financed Loan Party Mortgage in an amount and on terms and with such endorsements satisfactory to Agent, subject to Permitted Liens, delivered to Agent. “Total Funded Indebtedness” means, as of any date of determination and without duplication, the sum of (a) the Outstanding Amount and all other Indebtedness for borrowed money as of such date, plus (b) the attributable indebtedness with respect to all Finance Lease Obligations and Synthetic Lease Obligations, plus (c) without duplication of amounts counted under clause (a), the outstanding principal amount of any revolving loans outstanding at such date (excluding any undrawn amounts under any such applicable revolving credit facilities), in each case with respect to the Loan Parties and their Subsidiaries but excluding any Permitted Investments in, or Permitted Indebtedness of, all Subsidiaries of Borrower not incorporated, organized or formed in the United States or Canada, determined on a consolidated basis in accordance with Applicable Accounting Standards, plus (d) without duplication, capitalized lease obligations related to operating leases as determined under GAAP (provided that the discount rat...
Tax Lender has the meaning specified therefor in Section 14.2(a) of this Agreement. "Taxes" means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. "Term SOFR" means, for any calculation, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day. "Term SOFR Adjustment" means a percentage equal to 0.10% per annum. "Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion). "Term SOFR Deadline" has the meaning specified therefor in Section 2.12(b)(i) of this Agreement. "Term SOFR Determination Day" has the meaning specified therefor in the definition of Adjusted Term SOFR. "Term SOFR Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to Adjusted Term SOFR. "Term SOFR Notice" means a written notice in the form of Exhibit S-1 to this Agreement. "Term SOFR Option" has the meaning specified therefor in Section 2.12(a) of this Agreement. "Term SOFR Reference Rate" means the forward-looking term rate based on SOFR. "Trademark Security Agreement" has the meaning specified therefor in the Guaranty and Security Agreement.
Tax Lender has the meaning specified therefor in Section 14.2(a) of the Agreement. “Total Assets” means, as of any date of determination, the value of the assets reflected on the consolidated balance sheet of Borrowers and its Subsidiaries as of such date prepared in accordance with GAAP. “Trademark Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. “Triggering Event” has the meaning specified therefor in the Guaranty and Security Agreement. “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “United States” means the United States of America. “Unused Line Fee” has the meaning specified therefor in Section 2.10(b) of the Agreement. “U.S. Aggregate Borrowing Base” means, as of any date of determination, the sum of (a) the U.S. Floorplan Borrowing Base, plus (b) the U.S. Revolver Borrowing Base. “U.S. Aggregate Usage” means, as of any date of determination, the sum of (a) U.S. Floorplan Usage, plus (b) U.S. Revolver Usage. “U.S. Base Rate Loan” means each portion of the U.S. Revolver Loans or the U.S. Floorplan Loans that bears interest at a rate determined by reference to the Base Rate. “U.S. Borrowers” has the meaning specified therefor in the preamble to the Agreement. “U.S. Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by a U.S. Borrower or any of its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents. “U.S. Floorplan Availability” means, as of any date of determination, the amount that U.S. Borrowers are entitled to borrow as U.S. Floorplan Loans under Section 2.2 of the Agreement (after giving effect to the then outstanding U.S. Floorplan Usage). “U.S. Floorplan Borrowing Base” means, with respect to a U.S. Borrower, as of any date of determination, the result of: (a) the lesser of (i) the product of 85% multiplied by the value (calculated at the lower of cost or market on a basis consistent with U.S. Borrowers’ historical accounting practices) of Eligible