Shake Shack 2015 Annual Report Download - page 129

“ Swap Agreement ”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
provided
that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.
“ Swap Obligations ”
of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all
Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.
“ Tax Receivable Agreement ”
means the Tax Receivable Agreement, dated the Effective Date, among Shake Shack and other members of the
Borrower.
“ Taxes ”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ Total Revolving Commitment ”
means, with respect to each Lender and on and after the Delayed Commitment Effective Date, the commitment,
if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the
maximum possible aggregate amount of such Lender’
s Revolving Credit Exposure hereunder, as such commitment may be reduced from time to time
pursuant to (a) Section 2.07 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’
s Total Revolving
Commitment is set forth on Schedule 2.01
, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Total Revolving
Commitment, as applicable. The initial aggregate amount of the Lenders’ Total Revolving Commitments is the Initial Revolving Commitment plus
the
Delayed Commitment Amount; provided
that such amount shall be reduced Dollar for Dollar to the extent of any reduction of the Initial Revolving
Commitment pursuant to Section 2.07.
“ Transactions ”
means the execution, delivery and performance by the Borrower of this Agreement, the borrowing and conversion of Loans and
other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.
“ Type ”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the CB Floating Rate.
“ UCC ”
means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are
required to be applied in connection with the issue of perfection of security interests.
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