Shake Shack 2015 Annual Report Download - page 130

“ Unliquidated Obligations ”
means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such
time, including any Secured Obligation that is an obligation in connection with the Secured Obligations: (a) to reimburse a bank for drawings not yet
made under a letter of credit issued by it; (b) (including any guarantee) that is contingent in nature at such time; or (c) to provide collateral to secure any
of the foregoing types of obligations.
“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.15(f)(ii)(A)(iii).
“ USHG ” means Union Square Hospitality Group, LLC, a New York limited liability company.
“ Withdrawal Liability ”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“ Withholding Agent ” means the Borrower and the Administrative Agent.
SECTION 1.02.
Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type
( e.g. , a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type ( e.g. , a “Eurodollar Borrowing”).
SSECTION 1.03.
Terms Generally . The definitions of terms herein and in each other Loan Document shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed
to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein or therein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein),
(b) any reference herein or therein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and
“hereunder”,
and words of similar import, shall be construed to refer to this Agreement or such other Loan Document in its entirety and not to any
particular provision hereof or thereof, (d) all references herein or therein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement or such other Loan Document and (e) the words “asset” and “property”
shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.
SECTION 1.04.
Accounting Terms; GAAP
. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
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