Line of Credit Terms & Conditions

Line of Credit Terms and Conditions. The following terms and conditions (the “Terms and Conditions”) apply to and form a part of any RevenueRoll DBA Tie Line of Credit Agreement that you may enter into with us (the “Agreement”), and constitute the Line of Credit Terms and Conditions referenced in the Agreement.

1.    Representations and Warranties of the Borrower.
As an inducement to the Lender to enter into the Agreement and to make Loans as provided in the Agreement, you, as the Borrower, represents and warrants to the Lender during the term of the Agreement:‍

a. Financial Condition. All financial statements or other information regarding Borrower provided by or on behalf Borrower to Lender are true, accurate, and complete with respect to the information contained therein and that any financial statements fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries at such dates and the consolidated results of their operations and changes in financial position for the fiscal periods then ended.

b. Corporate Existence; Compliance with Law. The Borrower (i) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is qualified to do business in each jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify would have a material adverse effect on the Borrower or its property and/or business or on the ability of the Borrower to pay or perform the Obligations; (ii) has the power and authority and the legal right to own and operate its property and to conduct business in the manner in which it does and proposes so to do; and (iii) is in compliance with all Requirements of Law (including securities laws), except where the failure to do so would not have a material adverse effect on the Borrower or its property and/or business or on the ability of the Borrower to pay or perform the Obligations.

c. Corporate Power; Authorization; Enforceable Obligations. The Borrower has the power and authority and the legal right to execute, deliver, and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery, and performance of the Loan Documents. The Borrower has the power and authority and the legal right to grant to the Lender the security interest in the Collateral as set forth in Section 4 of the Agreement. The Loan Documents have been duly executed and delivered on behalf of the Borrower and constitute legal, valid, and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity.  The security interested granted in Section 4 of the Agreement grants to the Lender a valid, and enforceable Lien on the Collateral.

d. No Bar. The execution, delivery, and performance of the Loan Documents, the borrowings under the Agreement and the use of the proceeds thereof, shall not (i) violate any contract, agreement, or other obligation that Borrower has to any other Person, (ii) create, cause, require, or impose any Lien or claim against any of Borrower’s properties or assets (except as expressly set forth in the Agreement), or (iii) violate any Requirement of Law or create or result in the creation of any Lien on any assets of the Borrower other than in accordance with Section 4 of the Agreement.

e. No Material Litigation. No individual litigation, investigation, or proceeding, which may adversely affect (i) the enforceability of the Agreement, (ii) Lender’s rights or remedies, or (iii) Borrower’s ability to comply with, or perform under the Agreement, is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or against its business, properties, or revenues.

f. Ownership of the Collateral. The Borrower is the sole owner of, and has good and marketable title to, the Collateral (or, in the case of after-acquired Collateral, at the time the Borrower acquires rights in the Collateral, shall be the sole owner thereof).  No financing statement or other instrument similar in effect covering all or any portion of the Collateral, is on file in any filing or recording office, except such as may have been filed or recorded in favor of the Lender.

g. Taxes. The Borrower has filed or caused to be filed all tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property other than taxes that are being contested in good faith by appropriate proceedings and as to which the Borrower has established adequate reserves in conformity with GAAP.

h. Consents, etc. No consent, approval, authorization of, or registration, declaration or filing with any Governmental Authority is required on the part of the Borrower in connection with the execution and delivery of the Loan Documents or the performance of or compliance with the terms, provisions, and conditions hereof or thereof except those consents, approvals, authorizations, registrations, declarations and/or filings (i) which have been obtained, granted or completed, as applicable, or (ii) which would not have a material adverse effect on the Borrower or its property and/or business or on the ability of the Borrower to pay or perform the Obligations.

i. Insurance. The Borrower is insured with financially sound and reputable insurance companies (which are not Affiliates) reasonably acceptable to the Lender, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses to the Borrower.  As of the date hereof, all of the Borrower’s insurance coverages are in full force and effect and all premiums therefor have been duly paid.

j. Full Disclosure. The statements contained in the reports, statements, certificates and other information furnished by or on behalf of the Borrower in connection with the Loan Documents, do not contain as of the delivery thereof any untrue statement of a material fact or omit any material fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

k. Solvency. The Borrower, both before and after the funding of any Loan under the Agreement, is solvent, has assets having a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured, and has and shall have, until the Obligations have been paid and performed in full, access to adequate capital for the conduct of its business and the ability to pay its debts from time to time incurred in connection therewith, as such debts mature.

2.    Affirmative Covenants.‍

The Borrower covenants and agrees with the Lender that, as long as any Obligations remain unpaid or the Lender has any obligation to make any Loan under the Agreement, the Borrower shall:

• ‍Borrower Information. Furnish or cause to be furnished to the Lender such information regarding Borrower or its business that Lender may from time to time request promptly following Lender’s request therefor, including financial information and reports.  In connection with providing any such information to Lender, Borrower shall, if and to the extent requested by Lender, provide to Lender a certificate of an authorized officer or other similar Person of the Borrower certifying that such information is true, accurate, and complete, and that such Person has no knowledge that an Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect to the Agreement.
• Payment of Indebtedness. Pay, discharge, or otherwise satisfy at or before maturity or before it becomes delinquent, defaulted, or accelerated, as the case may be, all its Indebtedness (including taxes).‍
• Maintenance of Existence and Properties; Compliance. Maintain its corporate, limited liability company, partnership, or other entity existence and maintain all rights, privileges, licenses, approvals, franchises, properties, and assets necessary or desirable in the normal conduct of its business, and comply with all Requirements of Law, except where the failure to do so would not have a material adverse effect on the Borrower or its property and/or business or on the ability of the Borrower to pay or perform the Obligations.‍
• Inspection of Property; Books and Records; Discussions. Keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities.
• Notices. Immediately give written notice to the Lender of:
  
  • The occurrence of any breach of the Agreement or any Event of Default known to, or that should be known after due inquiry, by Borrower or any officer or similarly situated person of the Borrower;
  • Any litigations or proceedings against the Borrower with an amount in controversy in excess of $25,000 individually or in the aggregate; and
  • A material adverse change in the business, operations, property or financial or other condition of the Borrower.
• Expenses. Pay all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) of the Lender incident to the enforcement of payment of the Obligations whether by judicial proceedings or otherwise, and before as well as after judgment including in connection with bankruptcy, insolvency, liquidation, reorganization, moratorium, or other similar proceedings involving the Borrower or a “workout” of the Obligations.
• Indemnification. Indemnify and hold harmless the Lender and each of its officers and other employees, representatives, and agents (each, an “Indemnified Party”) from and against any and all claims, obligations, penalties, actions, suits, judgments, reasonable costs and disbursements, losses, liabilities, and damages (including reasonable attorneys’ fees) of any kind whatsoever (collectively and severally, “Claims”) that may at any time be imposed on, assessed against, or incurred by such Indemnified Party relating to or arising out of  the Agreement, including (i) the transactions contemplated hereby, including any use by Borrower of the proceeds of any Loan, (ii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of the Borrower or (iii) any Event of Default; provided, however, that the Borrower shall not be liable to the extent any Claims arise from the gross negligence or willful misconduct of  Lender.  Lender shall have the right to control the defense and settlement of any Claim.  All amounts payable to Lender under this Section 2(g) shall be paid by Borrower within five (5) Business Days of Lender’s demand therefore.
• Account. Borrower shall take such actions as required by Lender to allow Lender to monitor the Account and access the available balance and access transaction information relating to the Account on a regular or real-time basis, including pursuant to a third-party account access solution.
• Further Assurances. Promptly following request by the Lender, do, execute, acknowledge, deliver, record, re-record, file, re-file, register, and re-register any agreements, instruments, or other documents and take all such further acts as the Lender may reasonably require from time to time in order to (i) carry out the purposes of the Agreement or any other Loan Document, and (ii) assure, preserve, protect, and confirm to the Lender the rights granted or now or hereafter intended to be granted to the Lender under any Loan Document.  Without limiting the generality of the foregoing, upon Lender’s request, Borrower shall execute a promissory note evidencing all payment obligation in the form required by Lender.

‍

3.    Additional Miscellaneous Provisions.

• No Assignment. The Borrower may not assign, delegate or otherwise transfer its rights or obligations under the Agreement without the prior written consent of the Lender. Any purported assignment, delegation or transfer by the Borrower in violation of the previous sentence shall be automatically deemed null and void. The Lender may assign, delegate or otherwise transfer its rights or obligations under the Agreement without the consent of the Borrower. Subject to the foregoing, all provisions contained in the Agreement or any document or agreement referred to in the Agreement or relating to the Agreement shall inure to the benefit of the Lender, its successors and assigns, and shall be binding upon the Borrower  and its permitted successors and assigns.
• Participations. Lender may, at any time, without notice to Borrower and without Borrower’s consent, sell participations to one or Persons (each, a “Participant”) in all or a portion of Lender’s rights and obligations under the Agreement (including all or a portion of the Loans owing to Lender); provided that Lender’s obligations under the Agreement shall remain unchanged. Borrower acknowledges and agrees that each Participant shall be entitled to the benefits of the Agreement to the same extent to which Lender is entitled.  Borrower shall cooperate with Borrower in providing any information and executing any documents or instruments necessary to effect such participations.
• Amendment; No Waiver. The Agreement may not be amended or terms or provisions hereof waived unless such amendment or waiver is in writing and signed by the Lender and the Borrower. No delay or failure by the Lender to exercise any right, power, or remedy shall constitute a waiver thereof by the Lender, and no single or partial exercise by the Lender of any right, power, or remedy shall preclude other or further exercise thereof or any exercise of any other rights, powers, or remedies.
• Cumulative Rights. The rights, powers, and remedies of the Lender under the Agreement are cumulative and in addition to all rights, powers, and remedies provided under any and all agreements between the Borrower and the Lender relating to the Agreement, at law, in equity or otherwise.
• Entire Agreement. The Loan Documents, including the Agreement, embody the entire agreement and understanding between the parties to the Agreement with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the same or similar subject matter.
• Survival. The Agreement shall terminate on the date Buyer pays all of the Obligations to Lender indefeasibly and in full; provided however that Section 7 of the Agreement, and Sections 2(f), 2(g), and 3 of these Terms and Conditions shall survive the termination of the Agreement.
• Notices. All notices, consents, requests, and demands to or upon the respective parties to the Agreement shall be in writing (including by facsimile transmission), and shall be deemed to have been given or made when delivered in person to those Persons listed on the signature pages hereof or when deposited in the U.S. mail, postage prepaid, or, in the case of telegraphic notice or the overnight courier service, when delivered to the telegraph company or overnight courier service, or in the case of telex or telecopy notice, when sent, verification received, in each case addressed as set forth on the signature pages hereof, or such other address as either party may designate by notice to the other in accordance with the terms of this Section 3(g).
• Release of Security. Promptly upon indefeasible payment in full of the Obligations, the Lender will take such action as is reasonably required to fully release its Lien in the Collateral.
• Governing Law; No Jury Trial. The Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed in that state, except to the extent preempted by federal law, and in each case without regard to any conflicts of law or choice of law rules that might apply the laws of any other jurisdiction, except that the agreement to arbitrate shall be governed by and construed under the Federal Arbitration Act.
• Arbitration Agreement. Borrower irrevocably and unconditionally agrees that any dispute, controversy or claim brought by Borrower arising out of, relating to or in connection with the Agreement or nay other Loan Document, including the breach, termination, or validity hereof or thereof, shall be resolved by final and binding arbitration to be administered by the American Arbitration Association (the “AAA”), in accordance with its rules (the “AAA Rules”), which can be found here: https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf. The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be New York. The arbitrator shall rule in accordance with the laws of the State of Delaware without regard to conflicts of law provisions that would require the application of the laws of another jurisdiction. The tribunal shall have the power to grant any provisional or final remedy or relief that it deems appropriate, including conservatory measures and an award of attorneys’ fees. The language of the arbitration shall be English.
  
  • Borrower and Lender hereby agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.
  • Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Agreement or any other Loan Document in any such court. Each of Borrower and Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
  • CLASS ACTION WAIVER:  NEITHER BORROWER NOR LENDER WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER.
  • Further, unless both Borrower and Lender agree otherwise in writing, the arbitrator may not join or consolidate claims of either Borrower or Lender with claims of any other Persons.  The arbitrator shall have no authority to conduct any class, private attorney general, or other representative proceeding, and shall award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.  The arbitrator shall have no authority to issue any relief that applies to any Person except Borrower and Lender individually. If any portion of this Section 3(j) cannot be enforced, the rest of this Section 3(j) will continue to apply, except that (a) if a determination is made in a proceeding involving Borrower and Lender that the class action waiver is invalid or unenforceable with respect to a claim that does not seek public injunctive relief, only this sentence of this Section 3(j) will remain in force and the remainder of this Section 3(j) shall be null and void, provided that the determination concerning the class action waiver shall be subject to appeal, and (b) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the class action waiver prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in a court in New York City, New York and any individual claim seeking monetary relief will be arbitrated.  In such a case, the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court.  In no event will a claim for public injunctive relief be arbitrated.
• Counterparts. The Agreement and the other Loan Documents may be executed in any number of counterparts, all of which together shall constitute one agreement.
• Electronic Signatures. Delivery of electronic or digital signatures or electronic records in connection with the Agreement shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. Tech. §§ 301to 309).
• Marshaling; Payments Set Aside. The Lender shall not be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Lender or the Lender exercises its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver, or any other party in connection with any insolvency proceeding, or otherwise, then to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
• Setoff. In addition to any rights and remedies of the Lender provided by the Agreement, at law or in equity, if an Event of Default has occurred, the Lender is authorized, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all amounts at any time held by, and other Indebtedness at any time owing to, the Lender to or for the credit or the account of the Borrower against any and all Obligations owing to the Lender, now or hereafter existing.
• Severability. The illegality or unenforceability of any provision of the Agreement or any other Loan Document or any instrument or agreement required under the Agreement shall not in any way affect or impair the legality or enforceability of the remaining provisions hereof or thereof, except as expressly set forth in Section 3(j) of these Terms and Conditions.
• No Third Parties Benefited. The Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower and the Lender, and their permitted successors and assigns, and no other Person, other than a Participant, shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, the Agreement or any of the other Loan Documents. The Lender has no obligation to any Person not a party to the Agreement or other Loan Documents.
• Interpretive Principles. For purposes of the Agreement, except as otherwise expressly provided or unless the context otherwise requires:‍
  
  • The occurrence of any breach of the Agreement or any Event of Default known to, or that should be known after due inquiry, by Borrower or any officer or similarly situated person of the Borrower;
  • Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
  • Terms defined in the UCC as in effect in any relevant jurisdiction have the meanings set forth therein;
  • References herein to “Sections” and other subdivisions without reference to a document are to designated Sections and other subdivisions of the Agreement;
  • The words “herein”, “hereof”, “hereunder” and other words of similar import refer to the Agreement as a whole and not to any particular provision;
  • Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein;
  • Unless otherwise stated in the Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; and
  • The terms “include,” “includes” or “including” mean without limitation by reason of enumeration whether or not followed by “without limitation” or words of similar import.
• Confidentiality. The Borrower agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made shall be informed of the confidential nature of such Information and instructed to keep such Information confidential) who have a need to know such Information, (ii) to the extent requested by any Governmental Authority with valid jurisdiction over Borrower or Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) in connection with the exercise of any remedies under the Agreement or any other Loan Document or any suit, action or proceeding relating to the Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (v) with the consent of the Lender, or (vii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 3(r) or (B) becomes available to the Borrower on a nonconfidential basis from a source other than the Lender.  For the purposes of this Section, “Information” means all information received from or on behalf of Lender relating to the Lender or its business.

‍

4.    Definitions.

For purposes of the Agreement, including these Terms and Conditions, the terms set forth below shall have the following meanings:

1. “Affiliate”. means, as to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person.
2. “Agreement”. means this Line of Credit Agreement, as the same may be amended, modified, supplemented, extended or replaced from time to time.
3. “Borrower”. has the meaning set forth in the preamble of the Pricing Summary.
4. “Business Day”. means any day other than a Saturday, a Sunday, or Federal holiday.
5. “Claims”. has the meaning given to such term in Section 2(g).
6. “Collateral”. has the meaning given to such term in Section 4(a) of the Agreement.
7. “Event of Default”. has the meaning given to such term in Section 5 of the Agreement.
8. “GAAP”. means generally accepted accounting principles in the United States ineffect from time to time.
9. “Governing Documents”. means, with respect to any corporation, partnership, limited liability company, or other corporate entity, the (a) charter or other similar organizational document of such Person, and (b) the bylaws, operating agreement, partnership agreement or other governing document of such Person.
10. “Governmental Authority”. means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.
11. “Indebtedness”. means, for any Person: at any time, and only to the extent outstanding at such time: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person), other than the issuance or sale of debt securities; (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; and (e) any other indebtedness of such Person evidenced by a note, bond, debenture or similar instrument.  Indebtedness shall exclude non-recourse Indebtedness.
12. “Indemnified Party”. has the meaning given to such term in Section 2(g)
13. “Information”. has the meaning given to such term in Section 3(r).
14. “Lender”. has the meaning set forth in the preamble of the Pricing Summary
15. “Lien”. means any security interest, mortgage, pledge, lien, claim on property, charge, or encumbrance (including any conditional sale or other title retention agreement) or any lease in the nature thereof.
16. “Line of Credit”. has the meaning given to such term in Section 1(a) of the Agreement.
17. “Loan Documents”. means this Agreement and each other document, instrument and agreement executed by the Borrower in connection herewith or therewith, as any of the same may be amended, restated, extended, or replaced from time to time.
18. “Loans”. has the meaning given to such term in Section 1(a) of the Agreement.
19. “Loan Amount”. means the amount of any Loan.
20. “Obligations”. means any and all debts, obligations, and liabilities of the Borrower to the Lender arising under this Agreement whether principal, interest, fees, or otherwise, whether now existing or hereafter arising, whether voluntary or involuntary, whether contingent or not contingent, whether or not jointly owed with others, liquidated or unliquidated, arising by operation of law or otherwise, whether or not from time to time decreased or extinguished and later increased, created or incurred and whether or not extended, modified, rearranged, restructured, refinanced or replaced, including  modifications to interest rates or other payment terms of such debts, obligations, or liabilities.
21. “Participant”. has the meaning given to such term in Section 3(b).
22. “Person”. means any corporation, partnership, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, government, or any department or agency of any government.
23. “Pricing Summary”. has the meaning set forth in the preamble of the Agreement.
24. “Requirements of Law”. means as to any Person the Governing Documents of such Person, and any law, treaty, rule or regulation, or a determination of an arbitrator or a determination of a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
25. “Terms and Conditions”. has the meaning set forth in the preamble of the Agreement.‍
26. “UCC”. means the Uniform Commercial Code of the State of Delaware, or such other jurisdiction that may be applicable.