Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or elsewhere. Tenant shall use commercially reasonable efforts to cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Landlord. If any such taxes 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 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 repay to Landlord, within twenty (20) days after written demand (together with reasonable back-up evidencing the same), 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:

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.

(This Article is applicable if the Reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory, or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

o For the First Performance Period, Company Performance is -10%, Benchmark Performance is -15%, and Target Performance is -15%.