Shake Shack 2015 Annual Report Download - page 112

will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters
of Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’
s
receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.
“ Delayed Commitment Amount ” means an amount of up to $30,000,000.
“ Delayed Commitment Effective Date ”
means the date after the Effective Date on which (a) the Administrative Agent receives (i) a request to
increase the Initial Revolving Commitments by the amount of the Delayed Commitment Amount and (ii) a certificate delivered pursuant to Section 4.02
certifying that the conditions specified in Section 4.02 have been satisfied (or waived in accordance with Section 9.02), (b) each Lender (in its sole
discretion) and the Administrative Agent (in its sole discretion) shall have agreed to such increase, (c) any conditions to such agreements by the Lenders
and the Administrative Agent (including the payment of any agreed fees) shall have been satisfied, and (d) the conditions set forth in Sections 4.02 and
4.03 shall have been satisfied as of such date.
“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.
“ Dollars ” or “ $ ” refers to lawful money of the United States of America.
“ Domestic Subsidiary ” means any Subsidiary that is incorporated under the laws of the United States or its territories or possessions.
“ EBITDA ” means, for any period, the sum of
(a)
Net Income for such period, plus
(a)
without duplication and (except with respect to clause (ix) below) to the extent deducted in determining Net Income for such period,
the sum of:
(i)
interest expense for such period and, to the extent not reflected in such interest expense, (A) fees, expenses and charges
incurred in respect of financing activities (including commissions, discounts and closing fees) during such period and (B) payments made
in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk during such
period;
(ii)
provision for taxes based on income or profits or capital for such period;
(iii)
all amounts attributable to depreciation and amortization expense for such period;
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