Shake Shack 2015 Annual Report Download - page 131

an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Solely for the purposes of the
calculation of, and compliance with, the financial covenants contained herein, “GAAP”
shall exclude the effects of Accounting Standards Codification
825-10-
25. Notwithstanding anything in this Agreement to the contrary, any change in GAAP occurring after the date hereof that would require
operating leases to be treated similarly to capital leases shall not be given effect in the definition of EBITDA or Indebtedness or any related definitions or
in the computation of, and compliance with the financial covenants contained herein or in any other Loan Document.
ARTICLE II
THE CREDITS
SECTION 2.01.
Commitments and Loans .
(a)
As of the Effective Date, each of the parties hereto acknowledges and agrees that the Revolving Loans (as defined in the Existing Credit
Agreement) outstanding as of the Effective Date shall be deemed to be Revolving Loans for all purposes under this Agreement and the other Loan
Documents.
(b)
Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during
the Availability Period with respect to Revolving Loans in an aggregate principal amount that will not result in (i) prior to the Delayed Commitment
Effective Date, if any, (A) such Lender’s Revolving Credit Exposure exceeding such Lender’
s Initial Revolving Commitment or (B) the total Revolving
Credit Exposures exceeding the sum of the aggregate Initial Revolving Commitments of all Revolving Lenders or (ii) on and after the Delayed
Commitment Effective Date, if any, (A) such Lender’s Revolving Credit Exposure exceeding such Lender’
s Total Revolving Commitment or (B) the
total Revolving Credit Exposures exceeding the sum of the Total Revolving Commitments of all Revolving Lenders. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
SSECTION 2.02.
Loans and Borrowings . (1) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by
the Lenders ratably in accordance with their respective Revolving Commitments.
(a)
Subject to Section 2.12, each Borrowing shall be comprised entirely of CBFR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith; provided
that all Borrowings made on the Effective Date must be made as CBFR Borrowings, but, in each case, may be converted
into Eurodollar Borrowings in accordance with Section 2.06. Each Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such