Deemed Exchange definition

Deemed Exchange shall have the meaning set forth in Section 1.5.

Deemed Exchange has the meaning given to that term in Section 2.2(a);

Deemed Exchange means any alteration, deletion or addition of a legal right or obligation under this Agreement (whether by amendment or waiver of any provision of this Agreement or by consent to any departure by the Borrower therefrom, or by operation of the terms of this Agreement) (a “Change of Terms”) or if earlier, the entry into any binding agreement by the Borrower and the Administrative Agent to effect a Change of Terms, unless in any case the Administrative Agent shall have received from nationally recognized outside legal counsel experienced in such matters and reasonably acceptable to it, a formal written legal opinion that such Change of Terms will not cause the Trust (or the equivalent entity under a Replacement Hedging Arrangement) to become other than a grantor trust for U.S. federal income tax purposes, without taking into account for this purpose the assignment of this Agreement to the Trust and the distribution of this Agreement by the Trust that would result if such Change of Terms were treated as a Deemed Exchange; provided that if the sole alteration, deletion or addition of a legal right or obligation that is taking place is automatic under the express terms of this Agreement or results from the exercise of a unilateral right by the Borrower under the express terms of this Agreement that, in each case, does not result in a change of obligor or addition or deletion of a co-obligor, a change in the recourse nature of the Borrower’s obligations under this Agreement or a transformation of the Borrower’s obligations under this Agreement into an instrument that is not debt for U.S. federal income tax purposes, in each case within the meaning of section 1.1001-3 of the Treasury regulations promulgated under the Code or any successor provision (the “1.1001-3 Regulation”) (a “Borrower Covered Change”), then such Borrower Covered Change shall not be treated as a Change of Terms for this purpose, unless there is a prior Change of Terms and such Borrower Covered Change would, in the reasonable judgment of the Trustee based upon a legal opinion from nationally recognized legal counsel experienced in such matters, give rise to a “modification” or a “significant modification” under the 1.1001-3 Regulation, if considered collectively with such Change of Terms and other Borrower Covered Changes; and provided, further, that this provision does not apply if the sole effect of such action is to cure any ambiguity or to correct or supplement any provision contained in thi...

Examples of Deemed Exchange in a sentence

• Seller has determined that, immediately after giving effect to each Purchase hereunder (including the initial Purchase and the Deemed Exchange on the date hereof), the Net Portfolio Balance equals or exceeds the sum of (i) the Aggregate Capital, plus (ii) the Credit Enhancement, in each case, at such time.

• Seller shall send such Purchase Notice by telecopier or email specifying (i) the date of such Purchase which, in the case of any Purchase (after the initial Purchase and Deemed Exchange hereunder), must be at least one Business Day after such notice is received by the applicable Purchaser, (ii) each Purchaser’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections and (iii) the requested Discount Rate and the requested Rate Tranche Period.

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• If the Founding Members and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Initial Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM LLC shall employ the Reconciliation Procedures.

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• The Subsequent Deemed Exchange Basis Schedule shall become final and binding on the Parties unless the Founding Members, within 30 calendar days after receiving such Subsequent Deemed Exchange Basis Schedule, provide NCM Inc.

• The Initial Deemed Exchange Basis Schedule may be amended from time to time by NCM LLC with the consent of the Audit Committee (i) in connection with a Determination, (ii) to correct inaccuracies to the original Initial Deemed Exchange Basis Schedule identified after the date hereof as a result of the receipt of additional information relating to facts or circumstances on or prior to the date hereof, or (iii) to comply with the expert’s determination under the Reconciliation Procedures.

• The sales proceeds that will be treated as received by a Founding Member in connection with a Subsequent Deemed Exchange (the “Subsequent Exchange Proceeds”) will equal the fair market value of the Common Stock or the amount of cash, or both, received by such Founding Member.

• If the Founding Members and NCM Inc., negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Amended Subsequent Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM Inc.

• The Amended Initial Deemed Exchange Basis Schedule shall become final and binding on the Parties unless the Founding Members, within 30 calendar days after receiving such Amended Initial Deemed Exchange Basis Schedule, provide NCM LLC with a written notice of a material objection to such Amended Initial Deemed Exchange Basis Schedule made in good faith and specifying the reasons for such material objection.

More Definitions of Deemed Exchange

Deemed Exchange shall have the meaning set forth in Section 1.5. “Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment. “Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 3.50% above the Alternate Base Rate. Exh. I- 7 729983207 10446458