any Investment in Holdings, the Borrower or any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary as a result of such Investment or that is consolidated or merged with or into, or transfers all or substantially all of the assets of it or an operating unit or line of business to, Holdings or a Restricted Subsidiary;

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in [[Sections 6.01(a) and 6.01(b)])]])] above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Unrestricted Subsidiaries. Together with the delivery of a Compliance Certificate with respect to the financial statements referred to in [Section 6.01(a)], a list of each Subsidiary of the ​ that identifies each Subsidiary that is an Unrestricted Subsidiary, if any, as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list.

Unrestricted Shares. Notwithstanding anything to the contrary in this Plan, the Committee shall have the right to grant Awards of Restricted Stock to employees of the Company that are not evidenced by an Agreement, which are fully vested as of the grant date of the Award and which do not contain a restrictive legend. The amount of any aggregate Awards under this Section 8(f) shall not exceed 10,000 shares and any individual Award under this Section 8(f) shall not exceed 5 shares.

Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of # the aggregate amount of Unrestricted Cash and # the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, reserves or Liens or similar claims of any kind in favor of any Person (other than any statutory right of set off).

“Liquidity” shall mean unrestricted and unencumbered Cash and Cash Equivalents acceptable to Agent.

“Unrestricted Cash” shall mean unrestricted cash and cash equivalents held or owned by, credited to the account of, or otherwise reflected as an asset on the balance sheet of, ​ and its Consolidated Subsidiaries.

“Unrestricted” shall mean, when referring to cash or Cash Equivalents of Borrower or any of its Subsidiaries, that such cash or Cash Equivalents are not Restricted.

“Secured Net Leverage Ratio” means, on any date of determination, with respect to the Restricted Group on a consolidated basis, the ratio of # Consolidated Secured Indebtedness (less the unrestricted cash and Cash Equivalents of the Restricted Group as of such date in an amount not to exceed ​, of which not more than ​ shall be foreign cash and Cash Equivalents) of the Restricted Group on such date to # Consolidated EBITDA of the Restricted Group for the four fiscal quarter period most recently then ended for which financial statements have been delivered pursuant to [[Section 6.01(a) or (b)])]])], as applicable.

“Liquid Assets” means, as of any date of determination, the following assets of the Combined Parties: # Unrestricted cash and Cash Equivalents; and # notes receivable (related to loans that are not in default and otherwise fully performing as of such date) secured by a mortgage instrument with a valid and enforceable first priority mortgage lien on a fee or leasehold interest held by the debtor in the

“Available Foreign Cash” means, on any date, the amount of Unrestricted Cash held on such date by Foreign Subsidiaries in accounts outside the United States of America.

“Unrestricted Cash” means, as of any date of determination, cash and Cash Equivalents held by the Borrower and its Subsidiaries other than tenant deposits and other cash and Cash Equivalents that are subject to a Lien (other than Liens of a depository institution or securities intermediary arising by virtue of any statutory or common law provisions, rights of set -off or similar rights or remedies as to deposit accounts or securities accounts or other funds maintained with such depository institution or securities intermediary (other than any of the foregoing intend ed as cash collateral)) or a Negative Pledge or the disposition of which is restricted in any way that would prohibit the use thereof for the payment of Indebtedness.

Grant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

"Qualified Cash" means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and any other Subsidiary of Parent that is a Loan Party that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

“Total Leverage Ratio” means, as of any date the same is determined, the ratio of # the difference between Total Funded Debt of the Borrower and its Restricted Subsidiaries as of such date of determination, minus Unrestricted Cash and Cash Equivalents at such date of determination, to # Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period prior to such date of determination.

“Senior Indebtedness” means # the aggregate principal amount of Specified Indebtedness of the Borrower and its Restricted Subsidiaries (other than any such Specified Indebtedness that is expressly subordinated in right of payment to the Obligations pursuant to a written agreement), as determined on a consolidated basis, minus # up to ​ of Unrestricted cash and Cash Equivalents on the balance sheet of the Borrower and its Restricted Subsidiaries as of such date.

"Liquidity" shall mean the sum of # Unrestricted cash maintained in accounts located in the United States and Canada that are maintained with ​ or otherwise subject to Deposit Account Control Agreements in favor of ​, plus # up to ​ of Unrestricted cash maintained in accounts located in Mexico that are subject to a first priority perfected Lien in favor of ​, plus # Excess Availability.

Cash Compensation. The Company shall pay to the Executive compensation for his/her services during the Contract Period as follows: