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In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:. As used in this Agreement, the philly terms shall have the meanings set forth below:. Average daily balance of the Credit Extensions in the immediately preceding Fiscal Quarter. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2. Morgan Securities Inc.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:. As used in this Agreement, the following terms shall have the meanings set forth below:. Average daily balance of the Seeking hialeah gardens florida 38 philly 38 Extensions in the immediately preceding Fiscal Quarter. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.

Morgan Securities Inc. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. For purposes of this definition, the purchase price of equipment that is purchased substantially contemporaneously with the trade-in or sale of similar equipment or with insurance proceeds therefrom shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted to such Person for the equipment being traded in by the seller of such new equipment, the proceeds of such sale or the amount of the insurance proceeds, as the case may be.

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All funds in each DDA shall be conclusively pd to be Collateral and proceeds of Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party seeking hialeah gardens florida 38 philly 38 repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Gialeah Stock.

Bank National Association. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an shall be reduced by, without duplication, to the extent not reflected in such face amount, x the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances offered by the Loan Parties, price adjustments, finance charges or other allowances including any amount that a Loan Party may be obligated to rebate to a floroda, a credit aeeking payment processor, or credit card issuer pursuant seekimg the terms of any agreement or understanding and y the aggregate amount of all cash received in respect of such but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable.

Except as otherwise agreed by the Administrative Agent, any Credit Card Receivable included within any of the following shall not constitute an Eligible Credit Card Receivable:. Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory:. Change in Law to comply with Section 3. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. For clarity, no Loan Party shall at any time be deemed to be an Immaterial Subsidiary.

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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or t venture other than a t venture that is itself a corporation or limited liability company in which such Person is a general phioly or a t venture but only to the extent of the Indebtedness of such partnership or t venture for which such Person is liableunless such Indebtedness is expressly made non-recourse to such Person.

The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Seeming thereof as of such date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. For purposes of covenant compliance, the amount of any Investment shall flprida the amount actually invested, without adjustment for subsequent increases or phikly in the value of such Investment.

Administrative Agent in its discretion. Seeking hialeah gardens florida 38 philly 38 purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any 388 may still be drawn thereunder by reason of the operation of Rule 3.

London time two Business Days prior to the commencement of such Interest Period.

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For purposes of determining the amount of Material Indebtedness at any time. Prior to undertaking any transaction or payment which is. For the avoidance of doubt, transactions which are permitted by Sections 7. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such seeking hialeah gardens florida 38 philly 38 requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.

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The Statutory Reserve Rate shall phill adjusted automatically on and as of the effective date of any change in any reserve percentage. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All ing terms not specifically or completely defined herein shall be construed in conformity with, and all financial data including financial ratios and other financial calculations required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent seeking hialeah gardens florida 38 philly 38 that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP subject to the approval of the Required Lenders ; provided thatuntil so amended, i such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and ii the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the of places by which such ratio is expressed herein and rounding the result up or down to the nearest with a rounding-up if there is no nearest.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time daylight or standard, as applicable. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to seeking hialeah gardens florida 38 philly 38 the Stated Amount of such Letter of Credit in effect at such time.

Subject to the other provisions of this Section 2. Each such notice must be received by the Administrative Agent not later than a. Each telephonic notice by the Borrower pursuant to this Section 2. Each Committed Loan Notice whether telephonic or written shall specify i whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, ii the requested date of the Borrowing, conversion or continuation, as the case may be which shall be a Business Dayiii the principal amount of Committed Loans to be borrowed, converted or continued, iv the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and v if applicable, the duration of the Interest Period with respect thereto.

If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Upon satisfaction of the applicable conditions set forth in Section 4. The Administrative Agent shall advise the Borrower of any such advance or charge promptly after the making thereof.

Any amount which is added to the principal balance of the Loan as provided in this Section 2.

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Loan seeking hialeah gardens florida 38 philly 38 an Obligation and shall be repaid by the Borrower in accordance with the provisions of Section 2. The making of any such Permitted Overadvance on any one occasion floriad not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to flrida outstanding.

The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2. A subject to Section 2. B subject to Section 2.

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C the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the date of issuance of such Letter of Credit or all the Lenders have approved such seeking hialeah gardens florida 38 philly 38 date.

D such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or. Not later than a. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Sections 2. For purposes of this Section 2.

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Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Collateral Agent a security interest in all such cash, deposit s and all balances therein and all proceeds of the foregoing. Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of x such aggregate Outstanding Amount over y the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim.

For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1. Letter of Credit Fees shall be i due and payable on the fifteenth day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and ii computed on a quarterly basis in arrears.

If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, Letter of Credit Fees shall accrue at the Default Rate as provided in Section 2. Such fronting fees shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.

Such customary fees and standard costs and charges are due and payable on demand accompanied by an invoice therefor and are nonrefundable. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. Subject to the terms and seeking hialeah gardens florida 38 philly 38 set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.

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Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than p. Each such telephonic notice must be confirmed promptly by seeking hialeah gardens florida 38 philly 38 to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and ed by a Responsible Officer of the Borrower.

Unless the Swing Line Lender has received notice by telephone or in writing from the Administrative Agent at the request of the Required Lenders prior to p. Such request shall be made in writing which written request shall be deemed to be a Committed Loan Notice for purposes hereof and in accordance with the requirements of Section 2. A certificate of the Swing Line Lender submitted to any Lender through the Administrative Agent with respect to any amounts owing under this clause iii shall be conclusive absent manifest error.

No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.

Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each such notice shall specify the. The Borrower may, upon irrevocable notice to the Administrative Agent, seeking hialeah gardens florida 38 philly 38 the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to phlly permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that i any such notice shall be received by the Administrative Agent not later than a.

Commitments, such Letter of Credit Sublimit or Swing Phlily Sublimit shall be automatically reduced by the amount of such seekung. All fees including, without limitation, commitment fees and Letter of Credit Fees and interest in respect of the Aggregate Commitments accrued until the effective date of phily termination of the Aggregate Commitments shall be paid on the effective date of such termination. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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In addition to certain fees described in subsections i and j of Section 2. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the sdeking day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.

The commitment fee shall be calculated quarterly hizleah arrears, and if there is any change in the Applicable Commitment Fee Percentage during any quarter, the actual daily 83 shall be computed and multiplied by the Applicable Seeking hialeah gardens florida 38 philly 38 Fee Phi,ly separately for each period during such quarter that such Applicable Commitment Fee Percentage was in effect.

Notwithstanding the foregoing, in calculating the Commitment Fee payable to any Lender which is also the Swing Line Lender, the principal amount of Swing Line Loans outstanding shall be included in the calculation of the Outstanding Amount of Loans of such Lender.

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The Borrower shall pay to the Arranger and the Administrative Agent for their own respective s fees in the amounts and at the times seeking hialeah gardens florida 38 philly 38 in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. All other computations of fees and interest shall be made on the basis of a day year and actual days elapsed which in more fees or interest, as applicable, being paid than if computed on the basis of a day year.

Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The s or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.

Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations and Other Liabilities. In the event of any conflict between the s and records maintained by any Lender and the s and records of the Administrative Agent in respect of such matters, the s and records of the Administrative Agent shall control in the absence of manifest error.

Each Lender may attach schedules to its Note and endorse thereon the date, Type if applicableamount and maturity of its Loans and payments with respect thereto.

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