Capital Expenditures. Permitted Capital Expenditures (as hereinafter defined) shall only be included in Operating Costs for each fiscal year during the Term to the extent of the Annual Charge-Off, as hereinafter defined, for such fiscal year with respect to such capital expenditure. Operating Costs shall not include any Annual Charge-Off with respect to Excluded Costs, as hereinafter defined. For the purposes hereof:

Capital Expenditures. There are no ongoing capital expenditure or improvement projects other than routine repairs or maintenance in the ordinary course that have commenced on or before the Effective Date or will commence prior to Closing that will not be completed prior to Closing.

Capital Expenditures. Make Capital Expenditures (other than Expansion Capital Expenditures) in excess of $3,300,000 in the aggregate during any Fiscal Year.

Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures; in any fiscal year in an aggregate amount for all Loan Parties in excess of $4,000,000; provided, however, in the event Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year; provided, further, that any Carryover Amount shall not exceed $2,000,000 and shall be deemed to be the last amount spent in such succeeding fiscal year.

Contract for, purchase or make any Capital Expenditures during any fiscal year in an aggregate amount in excess of the greater of # $4,000,00012,000,000 and # the lesser of (A)

Capital Expenditures. If any capital repairs, replacements or expenditures are required by Tenant’s Maintenance Obligations, then the cost of such repairs, replacements or expenditures shall be subject to Landlord’s reasonable approval and shall be paid by Landlord (and included as an Operating Expense subject to [Section 4.2.3(x)]). Tenant shall provide written notice to Landlord in the event that it becomes aware that any such capital repairs, replacements or expenditures are required during the Lease Term; provided that if Tenant is able to keep the Premises and the Building in good condition, repair and working order (reasonable wear and tear, damage by casualty, condemnation, damage by Landlord or any Landlord Party, and repairs which are specifically made the responsibility of Landlord hereunder excepted) without capital repairs or replacements during the last three (3) years of the Lease Term, then Tenant shall not be obligated to make capital repairs or replacement during such time; provided, further, however, that Landlord shall have the right to perform such capital repair or replacement and, in such event, Tenant shall only be obligated to pay the amortized cost of the same (amortized over the useful life of such capital item in accordance with [Section 4.2.3(x)]above).

Capital Expenditures. Permitted Capital Expenditures (as hereinafter defined) shall only be included in Operating Costs for each fiscal year during the Term to the extent of the Annual Charge-Off, as hereinafter defined, for such fiscal year with respect to such capital expenditure. Operating Costs shall not include any Annual Charge-Off with respect to Excluded Costs, as hereinafter defined. For the purposes hereof:

Capital Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Capital Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed $7,500,000 in any calendar year; provided, however, that if the amount of the Capital Expenditures permitted to be made in any calendar year is greater than the actual amount of the Capital Expenditures actually made in such calendar year (the amount by which such permitted Capital Expenditures for such calendar year exceeds the actual amount of Capital Expenditures for such calendar year, the "Excess Amount"), then up to 100% of such Excess Amount (such amount, the "Carry-Over Amount") may be carried forward to the next succeeding calendar year (the "Succeeding Calendar Period"); provided that # the Carry-Over Amount applicable to a particular Succeeding Calendar Period may not be carried forward to another calendar year # in no event shall Capital Expenditures exceed, after the application of any Carry-Over Amount, $9,500,000 in any calendar year. Capital Expenditures made by the Loan Parties and their Subsidiaries in any calendar year shall be deemed to reduce first, the amount set forth above for such calendar year, and then, the Carry-Over Amount.

Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures (other than in connection with any Permitted Acquisition) in an aggregate amount for all Loan Parties and their Subsidiaries not to exceed the amounts set forth in the table below for such fiscal period:

Capital Expenditures. [Article VII] of the Credit Agreement is hereby amended to add the following: