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.

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 pursuant to which the grantee may receive shares 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.

[Section 1.1] of the Credit Agreement is hereby amended to add the following definition of “Unrestricted Cash” in appropriate alphabetical order:

“Net Consolidated Debt” means, as of any date of determination, # Consolidated Debt minus # the positive amount (if any) by which the sum of # 100% of unrestricted cash and Permitted Cash Equivalent Investments held by ​ or its Domestic Subsidiaries on such date and # 100% of unrestricted cash and Permitted Cash Equivalent Investments held by Foreign Subsidiaries of ​ on such date (net of related tax obligations, if any, for repatriation, withholding and transaction costs and expenses related thereto, in each case, as determined by ​ in its reasonable discretion), exceeds ​.

amount of all unrestricted cash and Cash Equivalents on the balance sheet of the Lead Borrower and its Restricted Subsidiaries as of such date; provided that Consolidated Total Net Debt shall not include Indebtedness # in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder; provided, further, that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Total Net Debt until three Business Days after such amount is drawn and # of Unrestricted Subsidiaries; it being understood, for the avoidance of doubt, that obligations under Swap Contracts or in respect of Non-Financing Lease Obligations do not constitute Consolidated Total Net Debt.

Net Unrestricted Cash Amount. The sum of # Unrestricted Cash and Cash Equivalents of the Borrower minus # any proforma principal payments that may become due under the Indebtedness of the Borrower or its Subsidiaries for the next six (6) months following the date of determination, whether as a result of maturity, scheduled amortization, remargining to be in compliance with financial covenants (including without limitation the covenants set forth in §9), or otherwise (provided that with respect to any balloon payments due at maturity, only the amount of any principal reduction which may be reasonably deemed by Agent to be reasonably likely to be necessary to reduce the amount of the maturing indebtedness to a principal amount that can be refinanced on or prior to such maturity shall be included in this [clause (b)]).

the income (or loss) of any Person that is not a Subsidiary of the Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or cash equivalents to the Borrower or any of its Restricted Subsidiaries by such Person in such period;

"Actual Liquidity" means as of ​ (Central Time) on any date of determination, the unrestricted cash and cash equivalents of the Loan Parties consisting of collected funds on deposit in all deposit accounts maintained in the United States and Canada and subject to a tri-party deposit account control agreement in favor of Administrative Agent less the amount of all checks that have been distributed by the Loan Parties but not yet cashed.

“7.4 Additional Condition to each Revolving Loan and Swingline Loan. Without the written consent of the Required Revolving Lenders, the Borrowers shall not be permitted to incur Revolving Loans or Swingline Loans on # a Specified Compliance Date (including a date that would become a Specified Compliance Date after giving effect to any such incurrence of Revolving Loans or Swingline Loans) if the aggregate balance of Unrestricted cash and Cash Equivalents of the U.S. Borrower and its Restricted Subsidiaries on such date, after giving effect to the Revolving Loans and Swingline Loans requested to be made on such date, would exceed ​ or # a date on which the aggregate Revolving Extensions of Credit of all Lenders exceed ​ at such time (after giving effect to any such incurrence of Revolving Loans or Swingline Loans) if the aggregate balance of Unrestricted cash and Cash Equivalents of the U.S. Borrower and its Restricted Subsidiaries on such date, after giving effect to the Revolving Loans and Swingline Loans requested to be made on such date, would exceed ​.

“Consolidated Secured Debt” shall mean, at any time, # the sum of all Consolidated Indebtedness at such time that is secured by a Lien on any assets of Lead Borrower or any of its Restricted Subsidiaries, less # the aggregate amount of # unrestricted cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries and # cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries restricted solely in favor of or pursuant to # any ABL Credit Document, any Credit Document, any Permitted Pari Passu Notes Documents, any Refinancing Note Documents (to the extent such Refinancing Notes constitute Permitted Pari Passu Notes) or Refinancing Term Loan Amendment and # any Permitted Junior Debt Documents and any Refinancing Note Documents (to the extent such Refinancing Notes constitute Permitted Junior Debt), in the case of this [clause (y)], to the extent such cash and Cash Equivalents also secure the Indebtedness hereunder on a senior priority basis.

Cash Collateral. If the reallocation described in [clause (a)](iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or