Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant's equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord's property or if the assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord upon demand for all taxes or assessments required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

that is, or is to be incorporated into, an Item that is a Capital Good, unless the transaction is in accordance with Section 2.14.

(A) any Guarantor is merging with any other Guarantor; # any Guarantor is merging with the Borrower, and the Borrower is the continuing Person; # any Guarantor is merging with a Person that is not a Subsidiary of the Borrower and # if the Guarantor is not the continuing Person, such transaction is in compliance with the provisions of [Section 6.13(b)] or the successor Person becomes a Guarantor hereunder or # if the Guarantor is the continuing Person, such transaction is a Permitted Acquisition or otherwise permitted under Section 6.14; or # a Non-Guarantor Subsidiary is merging with the Borrower or any Guarantor, and the Borrower or a Guarantor, as applicable, is the continuing Person; and

the Final Net Debt amount is $295,911,015 and is calculated as follows: # the amount of the Closing Indebtedness is: $326,317,419; # the amount of the Closing Cash is: $35,401,629; and # the amount of the Additional Long Term Liabilities is: $4,995,225;

Inventory that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person which is not a Loan Party;

“Key Person” is each of Borrower’s # ​, who is ​ as of the Effective Date, # ​, who is ​ as of the Effective Date and # ​, who is ​ as of the Effective Date.

the Purchaser is, and (if applicable) any other purchaser for whom it is acting hereunder, is:

This power and proxy is coupled with an interest and is irrevocable and shall remain irrevocable so long as the Pledge is outstanding and is in full force and effect.

“Foreign Lender” means # if Borrower is a US Person, a Recipient that is not a US Person, and # if Borrower is not a US Person, a Recipient that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes.