Shake Shack 2015 Annual Report Download - page 139

(c)
The Borrower may from time to time reduce the Initial Revolving Commitments or, if applicable, the Total Revolving Commitments, in
each case, without premium or penalty; provided
that (i) each reduction of any Revolving Commitment shall be in an amount that is an integral multiple
of $1,000,000 and (ii) the Borrower shall not reduce any such Revolving Commitment if, after giving effect to any concurrent prepayment of the
Revolving Loans in accordance with Section 2.09, the sum of the Revolving Credit Exposures would exceed aggregate Initial Revolving Commitments
or, if applicable, the Total Revolving Commitments.
(d)
The Borrower shall notify the Administrative Agent of any election to terminate or reduce any Revolving Commitment under clause (b) or
(c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of any Revolving Commitment delivered by the Borrower
may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any
Revolving Commitment shall be permanent. Each reduction of any Revolving Commitment shall be made ratably among the Lenders in accordance with
their respective Revolving Commitments. Any reduction of the Initial Revolving Commitments shall automatically reduce the Total Revolving
Commitments in the amount of such reduction notwithstanding that such reduction to the Initial Revolving Commitments may occur prior to the Delayed
Commitment Effective Date.
SECTION 2.08.
Repayment and Amortization of Loans; Evidence of Debt . (1) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date with respect to
Revolving Loans.
(a)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.
(b)
Pursuant to Section 9.04(b)(iii), the Administrative Agent shall maintain the Register in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.
(c)
The entries made in the accounts and the Register maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence
of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this
Agreement.
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