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This excerpt taken from the WEN 10-Q filed May 7, 2009. WNAP” means Wendy’s National
Advertising Program, Inc., an Ohio corporation.
(a) In
this Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including” and the words
“to” and “until” each mean “to but excluding” and the word “through” means “to
and including.”
(b) The
terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to
this Agreement as a whole and not to any particular Article, Section, subsection
or clause in this Agreement.
(c) References
herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause
in this Agreement, unless otherwise specified.
(d) The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
(e) Where
the context requires, provisions relating to any Collateral, when used in
relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant
part thereof.
(f) Any
reference in this Agreement to a Loan Document shall include all appendices,
exhibits and schedules thereto, and, unless specifically stated otherwise all
amendments, restatements, supplements or other modifications thereto, and as the
same may be in effect at any time such reference becomes operative.
(g) The
term “including” means “including without limitation” except when used in the
computation of time periods.
(h) The
terms “Lender,” “Issuer,” “Administrative Agent,” “Collateral Agent,” “Agent” and
“Secured Party”
include their respective successors.
-8-
(i) References
in this Agreement to any statute shall be to such statute as amended or modified
and in effect from time to time.
The
parties hereto agree that the Perfection Certificate and all descriptions of
Collateral, schedules, amendments and supplements thereto are incorporated
herein and shall at all times remain a part of this Agreement.
For the
purposes of this Agreement, all of the following property now owned or at any
time hereafter acquired by a Grantor or in which a Grantor now has or at any
time in the future may acquire any right, title or interests is collectively
referred to as the “ These excerpts taken from the WEN 8-K filed Mar 12, 2009. WNAP” means Wendy’s National Advertising Program, Inc., an Ohio corporation.
(a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement. (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement, unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof. (f) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative. (g) The term “including” means “including without limitation” except when used in the computation of time periods. (h) The terms “Lender,” “Issuer,” “Administrative Agent,” “Collateral Agent,” “Agent” and “Secured Party” include their respective successors.
(i) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.
The parties hereto agree that the Perfection Certificate and all descriptions of Collateral, schedules, amendments and supplements thereto are incorporated herein and shall at all times remain a part of this Agreement.
For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ WNAP” means Wendy’s National Advertising Program, Inc., an Ohio corporation.
“ This excerpt taken from the WEN 8-K filed Jan 16, 2009. WNAP” means
Wendy’s National Advertising Program, Inc., an Ohio corporation.
1.2. Other
Definitional Provisions.
1.2.1 Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.
1.2.2 As
used herein and in the other Loan Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms
relating to any Group Member not defined in Section
1.1 and accounting terms partly defined in Section
1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP, (ii) the words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”,
(iii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iv) 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,
Capital Stock, securities, revenues, accounts, leasehold interests and contract
rights, and (v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time
to time.
1.2.3 The
words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.
1.2.4 The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
THE
CREDITS
2.1. Commitment. From and including the Closing Date and prior
to the Facility Termination Date, upon the satisfaction of the conditions
precedent set forth in Section
5.1 and 5.2, as applicable, each Lender severally (and not jointly)
agrees, on the terms and conditions set forth in this Agreement, to make Loans
to the Borrower from time to time, in Dollars in an amount not to exceed in the
aggregate at any one time outstanding its Pro Rata Share of the Aggregate
Commitment; provided, that
at no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the
Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may
borrow, repay and reborrow Loans at any time prior to the Facility Termination
Date. The commitment of each Lender to lend hereunder shall
automatically expire on the Facility Termination Date.
2.2. Required
Payments; Termination. Any
outstanding Advances and all other unpaid Obligations shall be paid in full by
the Borrower on the Facility Termination Date. Notwithstanding the
termination of the Commitments under this Agreement on the Facility Termination
Date, until all of the Obligations (other than contingent indemnity obligations)
shall have been fully paid and satisfied in cash and all financing arrangements
among the Borrower and the Lenders hereunder and under the other Loan Documents
shall have been terminated, all of the rights and remedies under this Agreement
and the other Loan Documents shall survive.
2.3. Ratable
Loans. Each
Advance hereunder shall consist of Loans made from the several Lenders ratably
in proportion to the ratio that their respective Commitments bear to the
Aggregate Commitment.
2.4. Types of
Advances. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections
2.8 and 2.9.
2.5. Facility Fee;
Reductions in Aggregate Commitment.
2.5.1 Facility
Fee. The Borrower agrees to pay to the Agent for the account
of each Lender a facility fee (the “ | EXCERPTS ON THIS PAGE:
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