Yellow Pages®

Group banks serve companies and customers all through the nation. Subordinated Debt shall mean all Debt of Borrowers, incurred each prior to and after the Closing Date, which always during the time period of this Agreement is (a) subordinated to Borrowers’ Obligations hereunder pursuant to a written subordination settlement or in subordination provisions in the paperwork governing such Debt, the phrases of that are passable to Required Lenders in their Permitted Discretion as of the date of such subordination agreement or as of the date such documents governing such Debt are entered into; or (b) subordinated, in a fashion moderately passable to Required Lenders as of the date such Debt is incurred, to Debtors’ Obligations hereunder.

Promptly after receipt of a Discover of Borrowing (or telephonic notice in lieu thereof) pursuant to subparagraph 2.2(b), Agent shall elect, in its discretion, (i) to have the terms of subparagraph 2.2(g) apply to such requested Borrowing, or (ii) to request Bank of America to make a Non-Ratable Mortgage pursuant to the phrases of subparagraph 2.2(h) in the quantity of the requested Borrowing; offered, however, that if Financial institution of America declines in its sole discretion to make a Non-Ratable Mortgage pursuant to subparagraph 2.2(h), Agent shall elect to have the terms of subparagraph 2.2(g) apply to such requested Borrowing.

(d) All payments of principal, curiosity, reimbursement obligations in reference to Letters of Credit and any associated credit assist for Letters of Credit score, charges, premiums and other sums payable hereunder, together with all reimbursement for expenses pursuant to Paragraph thirteen.1, may, at the possibility of Agent, in its Permitted Discretion, topic only to the phrases of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether or not made following a request by Debtors pursuant to Paragraph 2.2 or a deemed request as supplied on this subparagraph 2.10(d).

Bank Product Provider: (a) Financial institution of America or any of its Associates; and (b) some other Lender or Affiliate of a Lender that is offering a Financial institution Product, provided such provider delivers written notice to Agent, in type and substance satisfactory to Agent, inside 10 days following the later of the Closing Date or creation of the Bank Product, (i) describing the Financial institution Product and setting forth the utmost amount to be secured by the Collateral and the methodology for use in calculating such quantity, and (ii) agreeing to be bound by the Mortgage Paperwork, and to indemnify and maintain innocent Agent against all claims in reference to such provider’s Financial institution Product Obligations.

Annual Incentive Plan, and every management incentive plan adopted by the board of directors, board of managers or comparable physique of any Borrower and designed to attract and retain management and workers of the Debtors; supplied, that such plan is commercially cheap given the market capitalization of the Debtors and their Subsidiaries, taken as a whole.

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