Free Financial Services Agreement Template

“Guaranty” means (a) the guaranty of each Guarantor party hereto contained in ARTICLE XI hereof and (b) each otherguaranty, in form and substance reasonably satisfactory to the Collateral Agent, made by any other Guarantor in favor of the Collateral Agent for the benefit of the Agents and the Lenders guaranteeing all or part blackbull markets review of the Obligations. “Existing Lenders” means the lenders and buyers, as applicable, party to the Existing Credit Facilities. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import,and regulations thereunder, in each case, as in effect from time to time.

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2. Each Interest Period of a LIBOR Rate Loan made to Borrowers shall commence on the date such LIBOR Rate Loan is made andshall end on such date as the Borrower may elect as set forth in subsection 2.02(a) above; provided that no Interest Period shall end after the last day of the Final Maturity Date.
3. (c) (i) Except as otherwise provided in this Section2.02(c), all Loans under this Agreement shall be made by the applicable Lenders simultaneously and proportionately to their Pro Rata Shares of the applicable Total Revolving Credit Commitment and Total Term Loan Commitment of each such Lender, asthe case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreasedas a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of thefailure by any other Lender.
4. (b) The outstanding principal amount of the Term Loan shall be repayable inconsecutive quarterly installments equal to $1,650,000 per quarter, with each such installment to be due and payable on the last day of each quarter commencing on March 31, 2016 until the Final Maturity.

For instance, if you’re planning on entering into a prenuptial arrangement, then you need to make your agreement under section 90B. If you currently married, or are separating from a marriage but not yet divorced, you need an agreement made under section 90C and divorced couples come under section 90D. These requirements are designed to protect both parties’ interests and uphold the agreement’s integrity. Failing to meet these prerequisites could result in the agreement being declared invalid, which could lead to complications and disputes down the line. Following the execution of this Assignment Agreement by the Assignor and the Assignee, itwill be delivered by the Assignor to the Collateral Agent for recording by the Collateral Agent. The effective date of this Assignment Agreement (the “Settlement Date”) shall be the latest of (a) the date of the executionhereof by the Assignor and the Assignee, (b) the date this Assignment Agreement has been accepted by the Collateral Agent and recorded in the Register, (c) the date of receipt by the Collateral Agent of a processing and recordation fee inthe amount of $5,000, (d) the settlement date specified on Annex I, and (e) the receipt by Assignor of the Purchase Price specified in Annex I.

Do I Need a Lawyer for a Financial Agreement?

Wherever the phrase “to the knowledge of any LoanParty” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Senior Officer of any LoanParty. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of,another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warrantyproves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warrantyhereunder.

All interest and fees shall be computed on the basis of a year of 360 days (except that interest on Reference Rate shallbe computed on the basis of a year of 365 days (or 366 days in a leap year)) for the actual number of days, including the first day but excluding the last day, elapsed. (iv) The aggregate principal amount of all Loans andLetter of Credit Obligations outstanding at any time to the Borrowers shall not exceed the Total Commitment. (iii) The aggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment.

Understanding the Basics of Binding Financial Agreements

The Borrowers shall be obligated to Pay in Full the Obligations, plus the Applicable Prepayment Premium, ifany, payable in connection with such termination of this Agreement on the date set forth as the date of termination of this Agreement in such notice; provided that such notice of termination may be rescinded (and/or updated to provide a newpayoff date) by the Administrative Borrower if any transaction involving the refinancing or repayment of the Obligations fails to close. The Total Revolving Credit Commitment shall terminate on the Final Maturity Date. The Borrowers may,without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregateprincipal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount ofall Letters of Credit not yet issued as to which a request has been made and not withdrawn; provided that in no event shall the Borrowers be permitted to reduce the Total Revolving Credit Commitment to an amount less than $25,000,000 (otherthan a permanent reduction of the Total Revolving Credit Commitment to zero). Each such reduction (1) shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior tosuch reduction is less than $1,000,000), (2) shall be made by providing not less than 5 Business Days’ prior written notice to the Administrative Agent, (3) shall be irrevocable and (4) shall be accompanied by the payment of theApplicable Prepayment Premium, if any, payable in connection with such reduction of the Total Revolving Credit Commitment (which shall be paid to Administrative Agent for the benefit of the Revolving Loan Lenders and shall be allocated among theRevolving Loan Lenders as they may separately agree among themselves). Once reduced, the Total Revolving Credit Commitment may not be increased.

This Assignment Agreement may be executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement byfacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart. (e) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, eachof which shall be deemed to be an original, but all of which taken together dowmarkets shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopier or electronic transmission shall be equally as effective asdelivery of an original executed counterpart of this Agreement. This ARTICLE XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of theGuaranteed Obligations is rescinded or must otherwise be returned by the Agents, the Lenders, the Bank Product Providers, the L/C Issuer or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all asthough such payment had not been made.

What is a Financing Agreement?

Since December 31, 2014, no event or development has occurred that has had or could reasonably be expected tohave a Material Adverse Effect. (d) For purposes of Section 4.03(b), “paid in full”means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees and interest (and specifically including interest accrued after the commencement of anyInsolvency Proceeding), default interest calculated at default rates, interest on interest and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to theextent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding. (a) All payments of principal and interest in respect of outstanding Loans,all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Section 2.06 hereof to the extent set forth in a written agreement among the Agents and the Lenders, fees with respect toLetters of Credit provided for in Sections 2.06(c)(i)(B) and 2.06(c)(ii)) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion totheir respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (all of the foregoing fees and charges in paragraphs collectively, the“Letter of Credit Fees”).

(a) The Administrative Agent shall not be obligated to transfer to such Defaulting Lender any payments made by any Borrower to theAdministrative Agent for such Defaulting Lender’s benefit, and, in the absence of such transfer to such Defaulting Lender, the Administrative Agent shall transfer any such payments to each othernon-Defaulting Lender ratably in accordance with their Pro Rata Shares (without giving effect to the Pro Rata Shares of such Defaulting Lender) (but only to the extent that such Defaulting Lender’s Loanswere funded by the other Lenders) or, if so directed by the Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Loans were not funded by the other Lenders),retain the same to be re-advanced to the Borrowers as if such Defaulting Lender had made such Loans to the Borrowers. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. No Defaulting Lendershall be entitled to receive any Unused Line Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fees that otherwise would have been required to have been paid to thatDefaulting Lender). (D) all borrowings under the Revolving Credit Commitments and the Extended Revolving Credit Commitments and repayments thereunder shall bemade on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon the maturity date of the non-extending Revolving Credit Commitments). (b) Notwithstanding anything to the contrary, (i) in no event shall the final maturity date of any Extended Term Loan at the time ofestablishment thereof be earlier than the Final Maturity Date, (ii) the weighted average life to maturity of any Extended Term Loan at the time of establishment thereof shall be no shorter than the remaining weighted average life to maturity ofthe corresponding Term Loan, and (iii) any Extended Term Loan may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in eachcase as specified in the respective Term Loan Extension Request. (F) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow the applicable Term Loanto be optionally prepaid prior to the prepayment of such Extended Term Loan) as may be agreed by the applicable Administrative Borrower and the Lenders; provided that no Extended Term Loans may be optionally prepaid prior to the date on whichthe corresponding Term Loan is Paid in Full, unless such optional prepayment is accompanied by a pro rata optional prepayment of the corresponding Term Loan.

What is a Finance Lease?

If no such successor Agent shall have been so appointed by the Required Lenders or Collateral Agent, as applicable, and shall have accepted such appointment withinthirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ResignationEffective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuer, appoint a successor Agent. Whether or not a successor Agent has been appointed, such resignation shall becomeeffective in accordance with such notice on the Resignation Effective Date. (g) Nothing herein contained shall be construed toconstitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be locatedand regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under anycircumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for anydamage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction).

“Funko Transaction Costs” means those certain fees and expense reimbursements to the Permitted Holders in an aggregate amountnot to exceed $20,200,000. “Facility” means any real property, including, without limitation, the land on which such facility is located, all buildingsand other improvements thereon, all fixtures located at or used in connection with such facility, to the extent owned by any Loan Party, including any New Facility. “ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member ofa group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code. “Equity Interest” means (a) with respect to any Person that is acorporation, any and all shares, interests, participations or other equivalents (however exness company review designated and whether or not voting) of corporate stock, and (b) with respect to any Person that is not a corporation, any and all partnership, membershipor other equity interests of such Person. “Equipment” means equipment (as that term is defined in the Uniform Commercial Code), and includes machinery, machine tools,motors, furniture, furnishings, vehicles (including motor vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm products, Inventory or fixtures), wherever located, including all attachments, accessories, accessions,replacements, substitutions, additions, and improvements to any of the foregoing. “Effectiveness Date” means the date indicated in a document or agreement to be the date on which such document or agreementbecomes effective, or, if there is no such indication, the date of execution of such document or agreement.

Each change in the Reference Rate shall be effective from and including the date such change is publiclyannounced as being effective. “Permitted Management Fees”means (a) management or consulting fees payable pursuant to the terms of the Management Agreement in an aggregate amount not to exceed the lesser of (x) $2,000,000 in any Fiscal Year and (y) two percent of Consolidated EBITDA with respectto any Fiscal Year, the payment of which is subordinated to the Obligations on terms and conditions specified in the Management Agreement as in effect on the Effective Date and (b) the reimbursement of third-partyout-of-pocket expenses incurred in connection with the Management Agreement. “Highest Lawful Rate” means, with respect to any Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Agent or such Lender which arecurrently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow. “Capitalized Lease” means, with respect to any Person, any lease of real or personal property by such Person as lessee whichis (a) required under GAAP to be capitalized on the balance sheet of such Person or (b) a transaction of a type commonly known as a “synthetic lease” (i.e., a lease transaction that is treated as an operating lease foraccounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for Federal income tax purposes).

“Registered Loans” has the meaning specified therefor in Section 12.07(d). “Reference Rate Loan” means each portion of a Loan that bears interest at a ratedetermined by reference to the Reference Rate. “Recipient” has the meaning specified therefor in Section 2.09(b)(ii). “Post-Term Letter of Credit Obligations” has the meaning specified therefor in Section3.02(d) hereof. “Post-Term Letter of Credit” has the meaning specified therefor in Section 3.02(d) hereof.

The Loan Parties shall cooperate with such Lender and itsAffiliates to effect the Securitization including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or the Securitization. (a) The Agents shall have no duties or responsibilities except those expresslyset forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship inrespect of any Lender.

Internal Revenue Service Form W-8BEN,W-8ECI or W-8IMY (including the appropriate attachments thereto) or any subsequent versions thereof or successors thereto, in each case claiming complete exemption from,or reduced rate of, U.S. Federal withholding tax and payments of interest hereunder along with any other appropriate documentation establishing such exemption or reduction. Federal withholding tax under Section 871(h) or 881(c) of the IRC such Non-U.S. Lender hereby represents to the Agents andthe Borrower that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the IRC is not a 10-percent shareholder (within the meaning of Section871(h)(3)(B) of the IRC) of either Parent, the Borrowers or the Guarantors and is not a controlled foreign corporation related to either Parent, the Borrowers or the Guarantors (within the meaning of Section 864(d)(4) of the IRC), and such Non-U.S.

Bonds are issued by governments and corporations as a means of raising money. Instead, a bond purchaser makes a loan to the issuer that must be paid back at a predetermined time. The issuer pays periodic interest to the purchaser while it has use of their money, generally twice a year. You should keep only the amount of money that you need for expenses in your checking account, though that should be at least enough to meet the bank’s minimum balance requirement, which allows you to avoid paying a monthly fee to keep your account open. You can tap your cash by writing a paper check to any person to whom or entity to which you owe money, but be careful—do not overdraw your account by asking for more than is in it. A financial advisory agreement is an essential document that outlines the terms and conditions of your relationship with your chosen financial advisor.