Tier 2 Capital. If the Company provides notice as contemplated in [Section 5.3.5] that all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, and if requested by the Company, the Company and the Noteholders (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes.

Growth Capital Advances. Subject to Section 2.6(b), the principal amount outstanding for each Growth Capital Advance shall accrue interest at a floating per annum rate equal to three percentage points (3.00%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.6(d) below.

Growth Capital Advances. Subject to the prior satisfaction of all other applicable conditions to the making of a Growth Capital Advance set forth in this Agreement, to obtain a Growth Capital Advance, Co-Borrowers shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 noon Pacific time on the Funding Date of the Growth Capital Advance. Such notice shall be made by Co-Borrowers through Bank’s online banking program, provided, however, if Co-Borrowers are not utilizing Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the provision of such notices and the requests for Growth Capital Advances have been approved by the Board. In connection with such notification, Co-Borrowers must promptly deliver to Bank by electronic mail or through Bank’s online banking program a completed Payment/Advance Form executed by an Authorized Signer together with such other reports and information, as Bank may request in its sole discretion. Bank shall credit proceeds of any Growth Capital Advance to the Designated Deposit Account. Bank may make Growth Capital Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Growth Capital Advances are necessary to meet Obligations which have become due.

Unfinanced Capital Expenditures. [[Organization A:Organization]] will not allow the aggregate amount of Unfinanced Capital Expenditures of the Loan Parties to exceed $10,000,000 for calendar years 2018 and 2019, and $12,500,000 for any calendar years thereafter.

Maximum Capital Expenditures. Permit Capital Expenditures for any fiscal year to be greater than the higher of # $70,000,000 and # 25% of Consolidated EBITDA for such fiscal year.

Average Invested Capital. Average Invested Capital for a Performance Period means the average of the Invested Capital of the Company as of the last day of the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period.

Capital Accumulation Plan. Company and Executive agrees that [Section 5(g)(iii)] of the Company’s Capital Accumulation Plan (“CAP”) applies as of the Separation Date or earlier termination date.

Additional Capital Balance. The Additional Capital Contributions, if any, of the General Partner, as reduced from time to time by all cash distributions to such General Partner which, pursuant to the terms of this Agreement, are in reduction of the General Partner’s Additional Capital Balance, and as increased from time to time by any contributions of the General Partner which are Additional Capital Contributions.

Additional Capital Contributions. Any additional cash contributions of the General Partner to the capital of the Partnership pursuant to Section 3.5 hereof.

The aggregate number of shares available for options under this Plan, the shares subject to any option, and the option price provided for in the option agreements then outstanding shall be proportionately adjusted to reflect any change in the number or kind of shares of stock resulting from: # a subdivision or consolidation of shares or any other capital adjustment, # the payment of a dividend, # an increase or decrease in the number of shares of issued stock effected without receipt of consideration by the Company (other than contributions of stock by the Company to any employee benefit plan), or # any transaction or occurrence which, in the judgment of the Committee, has a similar effect on the stock. Such an adjustment shall be made in any manner deemed by the Committee to equitably prevent the substantial dissolution or enlargement of the rights granted to, or available for, optionees under the Plan. In the event of a dissolution or liquidation of the Company or a merger, consolidation, sale of all or substantially all of its assets, or other corporate reorganization in which the Company is not the surviving corporation (other than a mere redomestication or similar transaction in which the operations and control are not materially affected), notwithstanding the terms and conditions otherwise set forth in the Plan, all options previously granted and still outstanding shall become exercisable.