Common use of Purchase Money Debt Clause in Contracts

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety (90) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets); and (c) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith). Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions: the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (plus the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith); provided, however, that in the case of Refinancing Debt in respect of the Senior Notes, the principal amount of such Refinancing Debt with respect to the Senior Notes may be in an aggregate amount (together with any remaining secured outstanding obligations under the Senior Notes after giving effect to such Refinancing Debt) of up to (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of the

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety ten (9010) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets)thereof; and (c) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000Quarterly Average Liquidity - at any time, or that constitutes an “eligible contract participant” under the Commodity Exchange Act daily average of Liquidity for the immediately preceding Fiscal Quarter as calculated by Agent. Rating Agencies - as defined in Section 13.6. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Actits successors and assigns. RCRA: RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced refinanced; (plus b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the amount of accrued Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and unpaid interest thereon defaults applicable to it are no less favorable to Borrowers and feesthe other Loan Parties than those applicable to the Debt being extended, costs, expenses and premiums incurred in connection therewith)renewed or refinanced; (e) no additional Lien is granted to secure it (except for any replacement or substitute Lien; provided, however, that in the case of Refinancing Debt in respect of the Senior Notes, the principal amount of such Refinancing Debt with respect to the Senior Notes may be in replacement or substitute Lien (i) does not secure an aggregate amount of Debt, if any, greater than the Debt being refinanced and (together with ii) does not encumber any remaining secured outstanding obligations under Property other than the Senior Notes after Property subject of the Debt being refinanced); (f) no additional Person is obligated on such Debt; and (g) upon giving effect to such Refinancing Debt) it, no Default or Event of up to (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of theDefault exists.

Purchase Money Debt. (ai) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (bii) Debt (other than the Obligations) incurred within ninety (90) 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof thereof; (or the cost of design, construction, installation or improvement of such assets)iii) Capitalized Lease Obligations; and (civ) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease capital lease or a purchase money security interest under the UCC. Qualified ECP: ECP - an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Actsuch act. RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i)Qualified Equity Interests - any Equity Interests that are not a Disqualified Equity Interests. Real Estate: Estate – all right, title and interest (whether as owner, lessor or lessee) in any each parcel of real Property or any buildings, structures, parking areas or other improvements thereonthereon and any fixtures relating thereto having a fair market value in excess of $250,000. Recipient - Agent, Letter of Credit Issuer, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (ai) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (plus the amount of accrued and unpaid interest premiums paid thereon and fees, costs, the fees and expenses and premiums incurred in connection therewith); provided(ii) it has a final maturity no sooner than, howevera weighted average life no less than, that in the case of Refinancing Debt in respect of the Senior Notesand an interest rate no greater than, the principal amount Debt being extended, renewed or refinanced; (iii) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (iv) the representations, covenants and defaults applicable to it are more onerous or restrictive in any material respect for any Borrower, Subsidiary, or the Lenders than those applicable to the Debt being extended, renewed or refinanced; (v) no additional Lien is granted to secure it; (vi) no additional Person is obligated on such Debt; (vii) upon giving effect to it, no Default or Event of such Refinancing Debt Default exists; and (viii) with respect to a refinancing of the Senior Notes may be in an aggregate amount (together with any remaining secured outstanding obligations under Term Loans, the Senior Notes after giving effect to such Refinancing Debtrepresentative(s) of up to the holders of such Debt shall have joined the ABL/Term Loan Intercreditor Agreement in accordance with its terms or entered into an intercreditor agreement with Agent on substantially similar terms as set forth in the ABL/Term Loan Intercreditor Agreement. Refinancing Debt - Money Borrowed that is the result of an extension, renewal or refinancing of Debt permitted under Section 9.2.9(ii), (but not in excess ofiv), (vi) $600,000,000, or (ix); provided that in the case Refinancing Conditions have been satisfied. Regulation D - Regulation D of the Senior Notes, Board of Governors. Register - the register maintained by Agent in connection accordance with entering into any such Refinancing Debt, to Section 4.8.2 of the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of the.

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety (90) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets)thereof; and (c) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvementsDebt, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCCUCC or a leasing agreement, installment sale or sale with a right of redemption governed by the Civil Code of Quebec. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ ss.ss. 6991-6991i). Real Estate: Estate - all right, title and titxx xxd interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced refinanced; (plus the amount of accrued b) it has a final maturity no sooner than, a weighted average life no less than, and unpaid an interest thereon and fees, costs, expenses and premiums incurred in connection therewith); provided, however, that in the case of Refinancing Debt in respect of the Senior Notesrate no greater than, the principal amount of such Refinancing Debt with respect being extended, renewed or refinanced; (c) it is subordinated to the Senior Notes may be in an aggregate amount Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (together with any remaining secured outstanding obligations under d) the Senior Notes after representations, covenants and defaults applicable to it are no less favorable to Borrower than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to such it, no Default or Event of Default exists. Refinancing DebtDebt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d) of up to or (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of thef).

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety (90) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof thereof; (or the cost of design, construction, installation or improvement of such assets); c) Capital Leases and (cd) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien — a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions thereforDebt, and products and any proceeds thereof) , and constituting a Capital Lease or Lease, a purchase money security interest under the UCCUCC or a purchase money mortgage. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: RCRA — the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate — all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinance — in respect of any Debt, to refinance, extend, renew, defease, supplement, restructure, replace or repay such Debt, or to issue other Debt in exchange or replacement for such Debt, in whole or in part, whether with the same or different lenders, arrangers or agents, “Refinanced” and “Refinancing” shall have correlative meanings. Refinancing Conditions: Conditions — the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (refinanced, plus the amount of any premiums required to be paid thereon, accrued interest and unpaid reasonable fees and expenses associated therewith; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest thereon rate on market terms for the type of Debt being refinanced, extended, or renewed; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and feesdefaults applicable to it are on market terms for the type of Debt being extended, costs, expenses and premiums renewed or refinanced; (e) no additional Lien is granted to secure it (other than to secure the additional Debt permitted to be incurred in connection therewithpursuant to clause (a) of this definition); providedprovided that with respect to any extension, however, that in the case of Refinancing Debt in respect renewal or refinancing of the Senior NotesNote Debt, Liens may be granted to the principal amount of holders thereof so long as such Refinancing Debt Liens are permitted under Section 10.2.2(s); (f) no additional Person is obligated on such Debt; provided that with respect to any extension, renewal or refinancing of the Senior Notes Note Debt, any Obligor may be obligated in an aggregate amount respect thereof; and (together with any remaining secured outstanding obligations under the Senior Notes after g) upon giving effect to such Refinancing Debt) it, no Default or Event of up to (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of theDefault exists.

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety twenty (9020) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets)thereof; and (c) any renewals, extensions or refinancings thereof (but excluding not increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)principal amounts) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced refinanced; (plus b) it has a final maturity not sooner than and weighted average life not less than that of the Debt being extended, renewed or refinanced; (c) it bears interest at a rate that does not exceed the current market rate (as determined in good faith by a Senior Officer) for Debt of a similar type and for a similar obligor; (d) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (e) the covenants applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; and (f) upon giving effect to it, no Default or Event of Default exists. Refinancing Debt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1. Regulation D - Regulation D of the Board of Governors. Reimbursement Date - as defined in Section 2.3.2. Rent Reserve - a reserve established from time to time in Agent’s reasonable Credit Judgment in any amount equal to approximately three months rent and other charges with respect to any Collateral in the possession of, or at a location owned by, a Person other than a Borrower or an Affiliate of accrued and unpaid interest thereon and feesa Borrower, costs, expenses and premiums incurred in connection therewith)unless such Person has executed a Lien Waiver; provided, however, that in no event shall the case of Refinancing Debt in respect Rent Reserve at any leased location exceed the value of the Senior Notes, the principal amount of Collateral maintained at such Refinancing Debt with respect to the Senior Notes may be in an aggregate amount (together with any remaining secured outstanding obligations under the Senior Notes after giving effect to such Refinancing Debt) of up to (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (location. Report - as defined in Section 12.2.3. Reportable Event - any event set forth in Section 4043(b) of ERISA for which the Intercreditor Agreement) is increased to at least 110% notice requirements of thesaid section have not been waived.

Purchase Money Debt. (a) Debt Indebtedness (other than the Obligations) for payment of any of the purchase price of fixed assets; , (b) Debt Indebtedness (other than the Obligations) incurred within ninety (90) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of designthereof, construction, installation or improvement of such assets); and (c) any renewals, extensions extensions, replacements, or refinancings thereof (but excluding increases not increases) thereof. Qualified Proceeds — any of the following or any combination of the following: (a) any Cash Equivalents other than (i) currency of any sovereign nation other than the United States and (ii) certificates of deposit, eurodollar time deposits, bankers’ acceptances, and overnight bank deposits with any commercial bank organized under the laws of a foreign country, (b) any liabilities (as would be shown on Amkor’s or such Restricted Subsidiary’s balance sheet if prepared in accordance with GAAP on the date of the corresponding Asset Sale) of Amkor or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases or indemnifies Amkor or such Restricted Subsidiary from further liability, (c) any securities, notes, or other obligations received by Amkor or any such Restricted Subsidiary from such transferee that are converted by Amkor or such Restricted Subsidiary into cash within 90 days after such Asset Sale (to the extent of the cash received in that conversion), (d) long-term assets that are used or useful in a Permitted Business, and (e) all or substantially all of the assets of, or a majority of the voting Equity Interests of, any Permitted Business; provided that in the case of clause (d) and clause (e) preceding, the Asset Sale transaction shall be with a non-Affiliate and the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred long-term assets or voting Equity Interests received in connection therewith). Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) Asset Sale transaction shall not exceed 10.0% of the Commodity Exchange Actconsideration received. RCRA: RCRA — the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate — all right, title title, and interest (whether as owner, lessor lessor, or lessee) in any real Property or any buildings, structures, parking areas areas, or other improvements thereon. Refinancing Conditions: Receivables Program — with respect to any Person, an agreement or other arrangement or program providing for the advance of funds to such Person against the pledge, contribution, sale, or other transfer of encumbrances of Receivables Program Assets of such Person or such Person and/or one or more of its Subsidiaries. Receivables Program Assets — all of the following conditions for Refinancing Debtproperty and interests in property, including any undivided interest in any pool of any such property or interests, whether now existing or existing in the future or hereafter arising or acquired: (a) it is accounts; (b) accounts receivable, general intangibles, instruments, contract rights, documents, and chattel paper (including, without limitation, all rights to payment created by or arising from sales of goods, leases of goods, or the rendition of services, no matter how evidenced, whether or not earned by performance); (c) all unpaid seller’s or lessor’s rights (including, without limitation, rescission, replevin, reclamation, and stoppage in an aggregate principal amount that does not exceed the principal amount transit) relating to any of the Debt being extendedforegoing or arising therefrom; (d) all rights to any goods or merchandise represented by any of the foregoing (including, renewed without limitation, returned or refinanced (plus the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewithrepossessed goods); provided(e) all reserves and credit balances with respect to any such accounts receivable or account debtors; (f) all letters of credit, howeversecurity, that in the case or Guarantees of Refinancing Debt in respect any of the Senior Notesforegoing; (g) all insurance policies or reports relating to any of the foregoing; (h) all collection or deposit accounts relating to any of the foregoing; (i) all books and records relating to any of the foregoing; (j) all instruments, contract rights, chattel paper, documents, and general intangibles relating to any of the principal amount foregoing; and (k) all proceeds of such Refinancing Debt any of the foregoing. Regulation D — Regulation D of the Board of Governors. Reimbursement Date — as defined in Section 2.3.2. Related Real Estate Documents — with respect to the Senior Notes Owned Real Estate, the following, in form and substance satisfactory to the Agent, (a) such assignments of leases, estoppel letters, attornment agreements, consents, waivers, and releases as the Agent may be require with respect to other Persons having an interest in the Owned Real Estate, (b) flood insurance in an aggregate amount amount, with endorsements and by an insurer, acceptable to the Agent if the Owned Real Estate is within a flood plain, (together with any remaining secured outstanding obligations under the Senior Notes after giving effect to such Refinancing Debtc) of up to (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent required by this Agreement and requested by the Intercreditor Agent, any appraisal of the Owned Real Estate, prepared by an appraiser acceptable to the Agent, in form satisfactory to the Agent, and (d) to the extent required by the Mortgage or this Agreement is then and requested by the Agent, any environmental assessment received by the Agent, prepared by an environmental engineer acceptable to the Agent, and accompanied by such reports, certificates, studies, or data as the Agent may reasonably require, in effect and applicable form reasonably satisfactory to such Refinancing Debt, the ABL Cap Amount (Agent. Report — as defined in the Intercreditor Agreement) is increased to at least 110% of theSection 12.2.3.

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety ten (9010) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets)thereof; and (c) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000Cash - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or that constitutes an “eligible contract participant” under any combination thereof, and which such Deposit Account or Securities Account is the Commodity Exchange Act subject of a Control Agreement and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) is maintained by a branch office of the Commodity Exchange Actbank or securities intermediary located within the United States. RCRA: RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliates. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ Sec.Sec. 6991-6991i). Real Estate: Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced refinanced; (plus the amount of accrued b) it has a final maturity no sooner than, a weighted average life no less than, and unpaid an initial interest thereon and fees, costs, expenses and premiums incurred in connection therewith); provided, however, that in the case of Refinancing Debt in respect of the Senior Notesrate no greater than, the principal amount of such Refinancing Debt with being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent, if any, as the Debt being extended, renewed or refinanced; (d) the financial covenants and defaults applicable to it are no less favorable in any material respect to Borrowers and the Senior Notes may be in an aggregate amount other Loan Parties than those applicable to the Debt being extended, renewed or refinanced; (together with e) no additional Lien on any remaining secured outstanding obligations other type of Property is granted to secure it; (f) no additional Loan Party is obligated on such Debt other than the Loan Parties that were obligated under the Senior Notes after existing Debt being refinanced; and (g) upon giving effect to such it, no Default or Event of Default exists. Refinancing DebtDebt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d), (e), (k), (n) of up to or (but not in excess of) $600,000,000, provided that in the case of the Senior Notes, in connection with entering into any such Refinancing Debt, to the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (o). Reimbursement Date - as defined in the Intercreditor Agreement) is increased to at least 110% of theSection 2.3.2. Reinvestment Conditions - as defined in Section 5.3.1.

Purchase Money Debt. (ai) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (bii) Debt (other than the Obligations) incurred within ninety (90) 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof (or the cost of design, construction, installation or improvement of such assets)thereof; and (ciii) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof) and constituting a Capital Lease capital lease or a purchase money security interest under the UCC. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate – all right, title and interest (whether as owner, lessor or lessee) in any each parcel of real Property or any buildings, structures, parking areas or other improvements thereonthereon and any fixtures relating thereto having a fair market value in excess of $250,000. Refinancing Conditions: Conditions - the following conditions for Refinancing Debt: (ai) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced refinanced; (plus the amount of accrued ii) it has a final maturity no sooner than, a weighted average life no less than, and unpaid an interest thereon and fees, costs, expenses and premiums incurred in connection therewith); provided, however, that in the case of Refinancing Debt in respect of the Senior Notesrate no greater than, the principal amount of such Refinancing Debt with respect being extended, renewed or refinanced; (iii) it is subordinated to the Senior Notes may be in an aggregate amount Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (together with any remaining secured outstanding obligations under iv) the Senior Notes after representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (v) no additional Lien is granted to secure it; (vi) no additional Person is obligated on such Debt; and (vii) upon giving effect to such it, no Default or Event of Default exists. Refinancing DebtDebt - Money Borrowed that is the result of an extension, renewal or refinancing of Debt permitted under Section 9.2.9(ii), (iv) of up to or (but not in excess of) $600,000,000, provided that in the case vi). Regulation D - Regulation D of the Senior Notes, Board of Governors. Register - the register maintained by Agent in connection accordance with entering into any such Refinancing Debt, to Section 4.8.2 of the extent the Intercreditor Agreement is then in effect and applicable to such Refinancing Debt, the ABL Cap Amount (as defined in the Intercreditor Agreement) is increased to at least 110% of the.

Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ninety (90) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof thereof; (or the cost of design, construction, installation or improvement of such assets); c) Capital Leases and (cd) any renewals, extensions or refinancings thereof (but excluding increases other than the amount of accrued and unpaid interest thereon and fees, costs, expenses and premiums incurred in connection therewith)not increases) thereof. Purchase Money Lien: Lien — a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt (and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions thereforDebt, and products and any proceeds thereof) , and constituting a Capital Lease or Lease, a purchase money security interest under the UCCUCC or a purchase money mortgage. Qualified ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. RCRA: RCRA — the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate: Estate — all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinance — in respect of any Debt, to refinance, extend, renew, defease, supplement, restructure, replace or repay such Debt, or to issue other Debt in exchange or replacement for such Debt, in whole or in part, whether with the same or different lenders, arrangers or agents, “Refinanced” and “Refinancing” shall have correlative meanings. Refinancing Conditions: Conditions — the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (Refinanced, plus the amount of any premiums required to be paid thereon, accrued interest and unpaid interest thereon reasonable fees and feesexpenses associated therewith; provided that with respect to any extension, costs, expenses and premiums incurred in connection therewith); provided, however, that in the case of renewal or Refinancing Debt in respect of the Senior NotesNote Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $600,000,000; provided further, that with respect to any extension, renewal or Refinancing of the Mortgage Loan Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $260,000,000; (b) its stated maturity shall be later than the Debt being Refinanced, extended or renewed; (c) the weighted average life to maturity of such Refinancing Debt with respect is not less than the weighted average life to the Senior Notes may be in an aggregate amount (together with any remaining secured outstanding obligations under the Senior Notes after giving effect to such Refinancing Debt) of up to (but not in excess of) $600,000,000, provided that in the case maturity of the Senior NotesDebt being Refinanced, in connection with entering into any such Refinancing Debt, to extended or renewed; (d) the extent the Intercreditor Agreement is then in effect and interest rate applicable to such Refinancing Debt, the ABL Cap Amount Debt (as defined in the Intercreditor Agreement) is increased to at least 110% taking account of theany original issue