Form 10-Q Ignite Restaurant Group, For: Sep 29

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October 30, 2014 5:20 PM EDT

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�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

FORM�10-Q

�

QUARTERLY REPORT PURSUANT TO SECTION�13 OR 15(d)�OF THE SECURITIES EXCHANGE ACT OF 1934

�

For the quarterly period ended September 29, 2014

�

TRANSITION REPORT PURSUANT TO SECTION�13 OR 15(d)�OF THE SECURITIES EXCHANGE ACT OF 1934

�

For the transition period from ��to ��

�

Commission File Number 001-35549

�

IGNITE RESTAURANT GROUP,�INC.

(Exact name of registrant as specified in its charter)

�

Delaware	94-3421359
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

�

9900 Westpark Drive, Suite�300, Houston, Texas 77063

(Address of principal executive offices and zip code)

�

(713) 366-7500

(Registrants telephone number, including area code)

�

Indicate by check mark whether the registrant (1)�has filed all reports required to be filed by Section�13 or 15(d)�of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)�has been subject to such filing requirements for the past 90 days. Yes: �No:

�

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule�405 of Regulation S-T (� 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes:� No:�

�

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of large accelerated filer, accelerated filer and smaller reporting company in Rule�12b-2 of the Exchange Act.

�

Large accelerated filer�	Accelerated filer�
�	�
Non-accelerated filer�	Smaller reporting company�

�

Indicate by check mark whether the registrant is a shell company (as defined in Rule�12b-2 of the Exchange Act.).�Yes: No:

�

The number of shares of the issuers common stock, par value $0.01, outstanding as of October 28, 2014 was 26,200,777.

�

TABLE OF CONTENTS

�

�	�	Page
�		�
PART�I - FINANCIAL INFORMATION		�
�	�	�
Item 1.	Financial Statements	3
�	Condensed Consolidated Balance Sheets as of September 29, 2014 (unaudited) and December�30, 2013	3
�	Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 29, 2014 (unaudited) and September 30, 2013 (unaudited)	4
�	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 29, 2014 (unaudited) and September 30, 2013 (unaudited)	5
�	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Managements Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
�	�	�
PART�II - OTHER INFORMATION		�
�	�	�
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
�	�	�
SIGNATURES		28

�

PART�I FINANCIAL INFORMATION

�

Item 1. Financial Statements

�

IGNITE RESTAURANT GROUP,�INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

��

�	�	September 29, 2014		�	�	December 30, 2013		�
�	�	(Unaudited)		�	�	�	�	�
ASSETS	�	�	�	�	�	�	�	�
Current assets	�	�	�	�	�	�	�	�
Cash and cash equivalents	�	$	32,932	�	�	$	972	�
Accounts receivable, net	�	�	10,908	�	�	�	14,565	�
Inventories	�	�	9,830	�	�	�	9,836	�
Other current assets	�	�	10,536	�	�	�	16,337	�
Total current assets	�	�	64,206	�	�	�	41,710	�
�	�	�	�	�	�	�	�	�
Property and equipment, net	�	�	241,835	�	�	�	248,507	�
Intangible assets, net	�	�	29,263	�	�	�	29,875	�
Goodwill	�	�	6,267	�	�	�	6,402	�
Deferred income taxes	�	�	21,043	�	�	�	10,678	�
Other assets	�	�	10,395	�	�	�	9,912	�
Total assets	�	$	373,009	�	�	$	347,084	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS' EQUITY	�	�	�	�	�	�	�	�
Current liabilities	�	�	�	�	�	�	�	�
Accounts payable	�	$	30,191	�	�	$	35,238	�
Accrued liabilities	�	�	49,161	�	�	�	49,259	�
Current portion of debt obligations	�	�	1,237	�	�	�	2,998	�
Total current liabilities	�	�	80,589	�	�	�	87,495	�
�	�	�	�	�	�	�	�	�
Long-term debt obligations	�	�	161,348	�	�	�	128,984	�
Deferred rent	�	�	23,208	�	�	�	19,548	�
Other long-term liabilities	�	�	9,025	�	�	�	9,450	�
Total liabilities	�	�	274,170	�	�	�	245,477	�
�	�	�	�	�	�	�	�	�
Commitments and contingencies (Note 7)	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
Stockholders' equity	�	�	�	�	�	�	�	�
Preferred stock, $0.01 par value per share, 100,000 shares authorized; zero shares issued and outstanding	�	�	-	�	�	�	-	�
Common stock, $0.01 par value per share, 500,000 shares authorized; 26,177 and 25,796 shares issued and outstanding, respectively	�	�	257	�	�	�	256	�
Additional paid-in capital	�	�	89,962	�	�	�	87,703	�
Accumulated earnings	�	�	8,620	�	�	�	13,648	�
Total stockholders' equity	�	�	98,839	�	�	�	101,607	�
Total liabilities and stockholders' equity	�	$	373,009	�	�	$	347,084	�

�

See accompanying notes to condensed consolidated financial statements.

�

IGNITE RESTAURANT GROUP,�INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except earnings per share)

(Unaudited)

��

�

Thirteen

Weeks Ended

�

Thirteen

Weeks Ended

�

Thirty-Nine Weeks Ended

�

Thirty-Nine Weeks Ended

�

September 29,

2014

�

September 30,

2013

�

September 29,

2014

�

September 30,

2013

�

Revenues

�

215,228

�

227,626

�

659,934

�

573,998

�

Costs and expenses

�

Restaurant operating costs and expenses

�

Cost of sales

�

65,886

�

69,191

�

200,026

�

172,277

�

Labor expenses

�

64,018

�

69,925

�

199,860

�

173,297

�

Occupancy expenses

�

19,660

�

19,746

�

58,695

�

46,799

�

Other operating expenses

�

47,619

�

48,241

�

139,074

�

118,481

�

General and administrative

�

11,229

�

13,825

�

34,705

�

40,727

�

Depreciation and amortization

�

8,845

�

7,506

�

24,926

�

19,675

�

Pre-opening costs

�

1,210

�

1,480

�

1,972

�

4,048

�

Asset impairments and closures

�

3,308

�

220

�

4,400

�

251

�

Loss on disposal of assets

�

1,034

�

1,165

�

1,803

�

1,557

�

Total costs and expenses

�

222,809

�

231,299

�

665,461

�

577,112

�

Loss from operations

�

(7,581

)

�

(3,673

)

�

(5,527

)

�

(3,114

)

Interest expense, net

�

(5,039

)

�

(1,335

)

�

(8,682

)

�

(3,471

)

Gain on insurance settlements

�

300

�

600

�

Loss before income taxes

�

(12,531

)

�

(4,708

)

�

(14,120

)

�

(5,985

)

Income tax benefit

�

(6,001

)

�

(2,771

)

�

(9,092

)

�

(3,771

)

Net loss

�

(6,530

)

�

(1,937

)

�

(5,028

)

�

(2,214

)

�

Basic and diluted net loss per share data:

�

Net loss per share

�

Basic and diluted

�

(0.25

)

�

(0.08

)

�

(0.20

)

�

(0.09

)

Weighted average shares outstanding

�

Basic and diluted

�

25,672

�

25,632

�

25,654

�

25,627

�

See accompanying notes to condensed consolidated financial statements.

�

IGNITE RESTAURANT GROUP,�INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

�

�	�	Thirty-Nine Weeks Ended		�	�	Thirty-Nine Weeks Ended		�
�	�	September 29, 2014		�	�	September 30, 2013		�
Cash flows from operating activities	�	�	�	�	�	�	�	�
Net loss	�	$	(5,028	)	�	$	(2,214	)
Adjustments to reconcile net loss to net cash provided by operating activities:	�	�	�	�	�	�	�	�
Depreciation and amortization	�	�	24,926	�	�	�	19,675	�
Amortization of debt issuance costs	�	�	2,861	�	�	�	884	�
Amortization of debt discount	�	�	60	�	�	�	-	�
Asset impairment	�	�	1,770	�	�	�	-	�
Stock-based compensation	�	�	2,393	�	�	�	1,278	�
Deferred income tax	�	�	(10,378	)	�	�	(4,032	)
Gain on insurance related to property and equipment	�	�	(89	)	�	�	(600	)
Non-cash loss on disposal of assets	�	�	1,677	�	�	�	1,360	�
Decrease (increase) in operating assets, net of acquisition:	�	�	�	�	�	�	�	�
Accounts receivable	�	�	5,415	�	�	�	(418	)
Inventories	�	�	6	�	�	�	(1,139	)
Other operating assets	�	�	5,721	�	�	�	(3,319	)
Increase (decrease) in operating liabilities, net of acquisition:	�	�	�	�	�	�	�	�
Accounts payable and accrued liabilities	�	�	(6,131	)	�	�	(1,593	)
Other operating liabilities	�	�	3,235	�	�	�	3,931	�
Net cash provided by operating activities	�	�	26,438	�	�	�	13,813	�
�	�	�	�	�	�	�	�	�
Cash flows from investing activities	�	�	�	�	�	�	�	�
Acquisition of Romano's Macaroni Grill	�	�	98	�	�	�	(60,415	)
Purchases of property and equipment	�	�	(20,261	)	�	�	(38,252	)
Proceeds from property insurance claims	�	�	89	�	�	�	300	�
Proceeds from disposal of assets	�	�	110	�	�	�	57	�
Purchases of intangible assets	�	�	(150	)	�	�	(944	)
Net cash used in investing activities	�	�	(20,114	)	�	�	(99,254	)
�	�	�	�	�	�	�	�	�
Cash flows from financing activities	�	�	�	�	�	�	�	�
Borrowings on revolving credit facility	�	�	109,000	�	�	�	61,200	�
Payments on revolving credit facility	�	�	(194,207	)	�	�	(28,800	)
Proceeds from long-term debt	�	�	162,525	�	�	�	50,000	�
Payments on long-term debt	�	�	(46,775	)	�	�	(625	)
Debt issuance costs paid	�	�	(4,784	)	�	�	(2,166	)
Capital contribution	�	�	-	�	�	�	23	�
Taxes paid related to net share settlement of equity awards	�	�	(123	)	�	�	(1	)
Net cash provided by financing activities	�	�	25,636	�	�	�	79,631	�
Net increase (decrease) in cash and cash equivalents	�	�	31,960	�	�	�	(5,810	)
Cash and cash equivalents at beginning of period	�	�	972	�	�	�	6,929	�
Cash and cash equivalents at end of period	�	$	32,932	�	�	$	1,119	�

�

See accompanying notes to condensed consolidated financial statements.

�

IGNITE RESTAURANT GROUP,�INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

�

Note 1 Basis of Presentation

�

As of September 29, 2014,�Ignite Restaurant Group,�Inc. (referred to herein as the Company, Ignite, we, us or our) owned and operated three full service, casual dining restaurant brands under the names Joes Crab Shack (Joes), Brick House Tavern + Tap (Brick House) and Romanos Macaroni Grill (Macaroni Grill). As of September 29, 2014, we owned and operated 138 Joes restaurants, 21 Brick House restaurants and 167 Macaroni Grill restaurants in 36 states within the United States, and franchised 25 Macaroni Grill restaurants within the United States and foreign countries.

�

J.H. Whitney VI, L.P., an affiliate of J.H. Whitney Capital Partners, LLC, currently owns approximately 66.3% of our total outstanding common stock.

�

We prepared the accompanying unaudited condensed consolidated financial statements in accordance with Rule�10-01 of Regulation S-X, and hence, the financial statements do not contain certain information included in our annual financial statements and notes thereto. We have made adjustments consisting of normal recurring adjustments that are, in our opinion, necessary for a fair presentation of the results of the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form�10-K for the fiscal year ended December�30, 2013 filed with the Securities and Exchange Commission (SEC) on March�5, 2014. The December�30, 2013 condensed consolidated balance sheet data contained herein was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

�

Principles of Consolidation

�

The accompanying unaudited condensed consolidated financial statements include the accounts of Ignite and its wholly-owned subsidiaries as of September 29, 2014. The prior year condensed consolidated financial statements include the results of operations and cash flows of Macaroni Grill commencing from the acquisition date of April 9, 2013. All significant intercompany balances and transactions have been eliminated in consolidation.

�

Fiscal Year

�

Our fiscal year ends on the Monday nearest to December�31 of each year. Our quarterly accounting periods are comprised of four equal 13-week periods, except for 53-week fiscal years for which the fourth quarter will be comprised of 14 weeks. Fiscal years 2014 and 2013 are 52-week years.

�

Reclassifications

�

We reclassified certain items in the prior year financial statements to conform to the current year financial statement presentation. The reclassification had no effect on our previously reported financial position, results of operations or cash flows.�

�

Out-of-Period Adjustment

�

We recorded an out-of-period adjustment during the thirty-nine weeks ended September 29, 2014 related to certain operating expenses. The net impact of the adjustment was a decrease to net income of $0.5 million. We do not believe the adjustment is material, individually or in the aggregate, to our unaudited condensed consolidated financial statements for the thirty-nine weeks ended September 29, 2014, nor do we believe such items are material to any of our previously issued annual or quarterly financial statements, or our expected 2014 annual financial statements.�

�

Recent Accounting Pronouncements

�

In July�2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.�2013-11,�Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which prescribes that an unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar loss, or a tax credit carryforward, except in certain cases where the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. This update is effective for fiscal years, and interim periods within those years, beginning after December�15, 2013, with early adoption permitted. This update should be applied prospectively to all unrecognized tax benefits that exist at the effective date, with retrospective application permitted. Our adoption of this update effective December 31, 2013 did not have a significant impact on our condensed consolidated financial statements.

�

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting discontinued operations while enhancing related disclosures. Under the amendment, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organizations operations and financial results. Examples include disposal of a major geographic area, a major line of business, or a major equity method investment. Expanded disclosures about the assets, liabilities, income and expenses of discontinued operations will be required. We early adopted the amendment, and as such will apply the accounting and disclosure provisions to disposals and classifications of disposal groups as held for sale that occur after the effective date. Adoption of this standard did not have an impact on our condensed consolidated financial statements.

�

In May 2014, the FASB and the International Accounting Standards Board issued a converged standard on revenue recognition, ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. Its disclosure guidance requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations; significant judgments and changes in judgments; and assets recognized from the costs to obtain or fulfill a contract. This ASU is effective for us for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This ASU permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of this guidance on our condensed consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the impact of the standard on our financial statements.

�

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. This update requires management to assess an entitys ability to continue as a going concern by incorporating and expanding on certain principles that are currently in U.S. auditing standards. Specifically, ASU No. 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effects of managements plans, (4)requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. This update is effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We are currently evaluating the ASU to determine its impact on our financial statements.

�

Note 2 Selected Balance Sheet Accounts

�

The components of other current assets are as follows (in thousands):

�

�	�	September 29, 2014		�	�	December 30, 2013		�
Deferred income taxes	�	$	3,278	�	�	$	3,344	�
Prepaid insurance	�	�	2,124	�	�	�	3,043	�
Prepaid taxes	�	�	1,390	�	�	�	1,777	�
Prepaid rent	�	�	26	�	�	�	5,281	�
Other	�	�	3,718	�	�	�	2,892	�
�	�	$	10,536	�	�	$	16,337	�

�

The components of intangible assets are as follows (in thousands):

�

�	�	September 29, 2014		�	�	December 30, 2013		�
Trademarks, net	�	$	10,841	�	�	$	11,030	�
Liquor licenses	�	�	10,628	�	�	�	10,648	�
Franchise agreements, net	�	�	7,794	�	�	�	8,197	�
�	�	$	29,263	�	�	$	29,875	�

�

The components of accrued liabilities are as follows (in thousands):

�

�	�	September 29, 2014		�	�	December 30, 2013		�
Payroll and related costs	�	$	13,465	�	�	$	14,276	�
Insurance	�	�	10,826	�	�	�	9,509	�
Deferred gift card revenue	�	�	6,533	�	�	�	8,883	�
Property taxes	�	�	4,536	�	�	�	4,461	�
Sales and alcohol taxes	�	�	3,921	�	�	�	4,154	�
Utilities	�	�	3,175	�	�	�	2,603	�
Interest	�	�	1,836	�	�	�	3	�
Professional fees	�	�	954	�	�	�	2,425	�
Other	�	�	3,915	�	�	�	2,945	�
�	�	$	49,161	�	�	$	49,259	�

�

Note 3 Debt Obligations

�

Debt obligations consisted of the following (in thousands):

�

�	�	September 30, 2014		�	�	December 30, 2013		�
Term loan, due February 2019	�	$	165,000	�	�	$	-	�
Term loan, due April 2018	�	�	-	�	�	�	46,775	�
Revolving credit facility, expiring April 2018	�	�	-	�	�	�	85,207	�
�	�	�	165,000	�	�	�	131,982	�
Less unamortized debt discount	�	�	2,415	�	�	�	-	�
Total debt, net of debt discount	�	�	162,585	�	�	�	131,982	�
Less current portion	�	�	1,237	�	�	�	2,998	�
Long-term debt obligations	�	$	161,348	�	�	$	128,984	�

��

�

As of December 30, 2013, we had a senior secured credit facility (Credit Facility) comprised of a $100.0 million revolving credit facility and a $50.0 million term loan that mature on April 8, 2018. The interest rate of the Revolving Credit Facility ranged from 4.69% to 6.75%, while the Term Loan, was 4.75% as of December 30, 2013.

�

On August 13, 2014, we entered into a new senior secured credit facility (New Credit Agreement), which consists of a $30.0 million revolving credit facility (New Revolving Credit Facility) and a $165.0 million term loan (New Term Loan), which both mature on February 13, 2019. The New Term Loan was issued at 98.5% of par. The principal amount of the New Term Loan is payable in consecutive quarterly installments of $412,500, commencing on December 31, 2014, with the balance payable in full at maturity. At closing, we repaid the balance of our previous Credit Facility using the proceeds from the New Term Loan.

�

Interest rates for borrowings under the New Credit Agreement for the revolver and the term loan are equal to, at our option, either LIBOR (subject to a 1% floor) or the base rate as defined in the agreement, plus a margin of 7.0% for LIBOR loans and 6.0% for base rate loans. The interest rate for the New Term Loan was 8.0% as of September 29, 2014. In addition, we are required to pay commitment fees on the unused portion of the New Revolving Credit Facility. The commitment fee rate is currently at 0.5%. The commitment fee is subject to adjustment on a quarterly basis based on our leverage ratio as defined by the credit agreement.

�

The New Credit Agreement is guaranteed by each of our subsidiaries and secured by substantially all of our present and future assets and a lien on the capital stock or other equity interests of our direct and indirect subsidiaries. The New Credit Agreement contains covenants which, among other things, limit our ability to incur additional indebtedness, create liens on our assets, make certain investments or loans, merge or otherwise dispose of assets other than in the ordinary course of business, make acquisitions, and pay dividends or make other restricted payments. The New Credit Agreement also contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of our corporate existence, material compliance with laws, and the payment of taxes and other material obligations.

�

The New Credit Agreement provides that (a) the leverage ratio shall not exceed (i) 5.75x through December 29, 2014, (ii) 5.5 from December 30, 2014 through June 29, 2015, (iii) 5.25 from June 30, 2015 through December 28, 2015, (iv) 5.0 from December 29, 2015 through March 28, 2016, (v) 4.75 from March 29, 2016 through June 27, 2016, (vi) 4.25 from June 28, 2016 through September 26, 2016, (vii) 4.0 from September 27, 2016 through April 3, 2017, (viii) 3.75 from April 4, 2017 through October 2, 2017, (ix) 3.5 from October 3, 2017 through April 2, 2018, (x) 3.25 from April 3, 2018 through December 31, 2018, and (xi) 3.0 from January 1, 2019 through maturity date; and requires�(b) an�interest coverage ratio of at least (i) 2.0 through June 29, 2015, (ii) 2.25 from June 30, 2015 through March 28, 2016, (iii) 2.5 from March 29, 2016 through June 27, 2016, (iv) 2.75 from June 28, 2016 through January 2, 2017, (v) 3.0 from January 3, 2017 through July 3, 2017, (vi) 3.25 from July 4, 2017 through April 2, 2018, (vii) 3.5 from April 3, 2018 through December 31, 2018, and (viii) 3.75 from January 1, 2019 through maturity date. The New Credit Agreement limits capital expenditures to an amount in respect of any period not to exceed (i) $29.5 million from the closing date through December 29, 2014, (ii) $45.5 million for fiscal 2015, (iii) $45.8 million for fiscal 2016, (iv) $52.5 million for fiscal 2017, (v) $53.7 million for fiscal 2018, and (vi) $58.6 million from January 1, 2019 through maturity date, provided that the amount of permitted capital expenditures in any period can be increased by the unused permitted capital expenditures from the immediately preceding period, subject to certain limitations as defined by the agreement. We were in compliance with these covenants as of September 29, 2014 with the exception of the capital expenditure limit, which is only measured on an annual basis.

�

We wrote off $2.2 million of debt issuance costs related to the previous Credit Facility, and at closing paid $4.8 million in additional debt issuance costs. The debt issuance costs paid at closing and the remaining unamortized debt issuance costs from the previous Credit Facility are recorded in other assets and will be amortized over the term of the New Credit Agreement. The debt discount is included as a reduction to the carrying value of the debt obligations and will be amortized over the term of the New Term Loan using the effective interest rate method.

�

As of September 29, 2014, we had outstanding letters of credit of approximately $6.3 million supported by the New Revolving Credit Facility and had available borrowing capacity of approximately $23.7 million.

�

The carrying value of our long-term debt approximates fair value since its closing date was near the balance sheet date.

�

Note 4 Restaurant Closures and Impairment

�

During the thirty-nine weeks ended September 29, 2014, we closed 12 Macaroni Grill restaurants, 7 of which were closed during the thirteen weeks ended September 29, 2014. Two of the 12 restaurants closed in the current year will be converted to Brick Houses. During the thirteen and thirty-nine weeks ended September 29, 2014, we recognized $2.9 million and $4.3 million in closure-related expenses, respectively, of which $1.6 million and $2.5 million was recorded in asset impairments and closures, and $0.9 million and $1.3 million of accelerated depreciation was recorded in depreciation expense, respectively, excluding expenses related to restaurants closed for conversion. The closure-related expenses for the thirteen and thirty-nine weeks ended September 29, 2014 included future minimum lease obligations, accelerated amortization and a write-off of favorable lease interests.

�

During the thirteen weeks ended September 29, 2014, we recorded an impairment charge of approximately $1.8 million to reduce the carrying value of the long-lived assets of one Joes restaurant to their estimated fair value. This restaurant was opened in 2012 and has significantly underperformed compared to expectations. Operations management has tried to increase the performance of the restaurant unit through management changes and various new initiatives as recently as in the third quarter of 2014. To date, none of these initiatives have made a meaningful impact on its performance.�

�

Note 5 Stock-Based Compensation

�

During the thirty-nine weeks ended September 29, 2014, the board of directors granted approximately 465 thousand shares of restricted stock with a weighted average grant date fair value of $13.14, and approximately 655 thousand stock appreciation rights (SARs) with a weighted average grant date fair value of $6.43. As of September 29, 2014, we had unrecognized stock-based compensation expense of approximately $10.7 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 3.2 years.

�

The following table provides the significant weighted average assumptions used to determine the fair value of SARs on the grant date using the Black-Scholes option-pricing model for awards granted during the thirty-nine weeks ended September 29, 2014 and September 30, 2013:

�

�	�	Thirty-Nine Weeks Ended September 29, 2014	�	�	Thirty-Nine Weeks Ended September 30, 2013	�
Expected term (in years)	�	6.25	�	�	6.25	�
Expected volatility	�	42.5%	�	�	46.0%	�
Dividend yield	�	0.0%	�	�	0.0%	�
Risk-free interest rate	�	1.9% - 2.0%	�	�	1.2% - 2.2%	�

�

Since we have limited historical exercise experience on SARs, we used the simplified method of estimating expected term. We estimated expected volatility by supplementing our own historical volatility with the volatility of a peer group over a recent historical period equal to the same expected term of the award. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant using the term equal to our expected term. Restricted stock is valued using the closing stock price on the business day prior to the grant date.

�

Note 6 Net Income (Loss) per Share

�

Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period, while diluted net income (loss) per share is computed using the weighted average number of common shares outstanding plus all potentially dilutive common share equivalents outstanding during the period. The following table summarizes the components to determine the numerator and denominators of basic and diluted net income (loss) per share (in thousands):

�

Thirteen

Weeks Ended

�

Thirteen

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

September 29,

2014

�

September 30,

2013

�

September 29,

2014

�

September 30,

2013

�

Numerator:

�

Net loss

�

(6,530

)

�

(1,937

)

�

(5,028

)

�

(2,214

)

�

Denominator:

�

Basic weighted average shares outstanding

�

25,672

�

25,632

�

25,654

�

25,627

�

Effect of dilutive securities

�

Diluted weighted average shares outstanding

�

25,672

�

25,632

�

25,654

�

25,627

�

For the thirteen and thirty-nine weeks ended September 29, 2014, we excluded 505 thousand shares of restricted stock and 1.6 million SARs from the calculation of diluted net loss per share because the effect was anti-dilutive due to the net loss for the respective periods. For the thirteen and thirty-nine weeks ended September 30, 2013, we excluded 15 thousand shares of restricted stock and 1.2 million SARs from the calculation of diluted net loss per share because the effect was anti-dilutive due to the net loss for the respective periods.

�

Note 7 Commitments and Contingencies

�

In the ordinary course of our business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state and local environmental, health and safety laws and regulations.

�

Litigation

�

We are a defendant or otherwise involved in a number of lawsuits in the ordinary course of business, including personal injury claims, contract claims, and claims alleging violation of federal and state law regarding workplace and employment matters, discrimination and similar matters. When the potential liability can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ from our estimates. We believe that the ultimate exposure with respect to these pending lawsuits and claims is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

�

On July�20, 2012, a putative class action complaint was filed in the U.S. District Court for the Southern District of Texas against us following our announced intention to restate our financial statements for the fiscal years ended December 28, 2009, January 3, 2011 and January 2, 2012 and the related interim periods. The complaint lodged against us, certain of our directors and officers and the underwriters in the initial public offering (IPO) was based on allegations related to the Companys disclosures in its registration statement and prospectus for its IPO. On July 4, 2014, we reached a confidential agreement in principle to settle all pending claims, subject to submission and approval by the court.

�

Note 8 Income Taxes

�

Our effective tax rate is generally the combined federal and state statutory rate reduced by the effect of tax credits primarily due to the tax benefit of FICA tax credits for employee reported tip income. The effective tax rate for the thirteen and thirty-nine weeks ended September 29, 2014 was a benefit of 47.9% and 64.4%, respectively, while the effective tax rate for the thirteen and thirty-nine weeks ended September 30, 2013 was a benefit of 58.9% and 63.0%, respectively. The change in the effective tax rate is primarily due to the change in FICA tax credits being generated in the current quarter and year-to-date periods proportionate to the loss before income taxes.

�

Income taxes for the thirteen and thirty-nine weeks ended September 29, 2014 were estimated using the discrete method, which is based on actual year-to-date loss before income taxes and estimated tax credits generated primarily related to FICA and Medicare taxes paid on employee tip income. We believe that this method yields a more reliable income tax calculation for the interim periods in fiscal year 2014. The estimated annual effective tax rate method is not reasonable due to its sensitivity to small changes in forecasted annual earnings before income taxes, which would result in significant variations in the customary relationship between income tax expense and earnings before income taxes for interim periods.

�

We evaluate our deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. We assess whether a valuation allowance should be established based on our determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and prior to the expiration of our credit carryforwards which begin to expire in 2031. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. If we continue to experience declines in the operating performance at Joes or Macaroni Grill, we may be required to record a valuation allowance in the fourth quarter of 2014 or during 2015 against some or all of our deferred tax assets. The total net deferred tax asset balance as of September 29, 2014 and December 30, 2013 was $24.3 million and $14.0 million, respectively.

�

Note 9 Segment Information

�

All of our restaurants compete in the full-service casual dining industry. Our brands also possess similar production methods, distribution methods, and economic characteristics, resulting in similar long-term expected financial performance characteristics. We believe reporting information about each of our brands is useful to readers of our financial statements and is consistent with how management evaluates brand performance. We also believe that providing this additional financial information for each of our brands provides a better understanding of our overall operating results. Income (loss) from operations represents revenues less restaurant operating costs and expenses, directly allocable general and administrative expenses, and other restaurant-level expenses directly associated with each brand including depreciation and amortization, pre-opening costs, asset impairments and closures, and loss on disposal of assets. Unallocated corporate expenses, capital expenditures, property and equipment, and goodwill and other intangibles assets are presented below as reconciling items to the amounts presented in the condensed consolidated financial statements.

�

The following tables present information about our reportable segments for the respective periods (in thousands):

�

Thirteen

Weeks Ended

�

Thirteen

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

September 29,

2014

�

September 30,

2013

�

September 29,

2014

�

September 30,

2013

�

Revenues

�

Joe's Crab Shack

�

122,158

�

128,037

�

352,971

�

364,195

�

Brick House Tavern + Tap

�

17,114

�

12,194

�

52,679

�

36,378

�

Romano's Macaroni Grill

�

75,956

�

87,395

�

254,284

�

173,425

�

215,228

�

227,626

�

659,934

�

573,998

�

Income (loss) from operations

�

Joe's Crab Shack(1)

�

7,468

�

17,051

�

25,544

�

45,022

�

Brick House Tavern + Tap

�

(54

)

�

(234

)

�

2,795

�

1,054

�

Romano's Macaroni Grill(2)

�

(7,778

)

�

(10,150

)

�

(10,911

)

�

(15,975

)

Corporate

�

(7,217

)

�

(10,340

)

�

(22,955

)

�

(33,215

)

�

(7,581

)

�

(3,673

)

�

(5,527

)

�

(3,114

)

�

Depreciation and amortization

�

Joe's Crab Shack

�

4,618

�

4,423

�

13,768

�

12,351

�

Brick House Tavern + Tap

�

1,066

�

846

�

3,114

�

2,439

�

Romano's Macaroni Grill

�

2,883

�

2,176

�

7,271

�

4,068

�

Corporate

�

278

�

773

�

817

�

8,845

�

7,506

�

24,926

�

19,675

�

Capital expenditures

�

Joe's Crab Shack

�

6,572

�

14,679

�

13,885

�

31,770

�

Brick House Tavern + Tap

�

1,278

�

2,889

�

3,965

�

4,602

�

Romano's Macaroni Grill

�

529

�

776

�

1,115

�

900

�

Corporate

�

563

�

349

�

1,296

�

980

�

8,942

�

18,693

�

20,261

�

38,252

�

�	�	September 29, 2014		�	�	December 30, 2013		�
Property and equipment, net	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	150,875	�	�	$	151,384	�
Brick House Tavern + Tap	�	�	39,043	�	�	�	39,219	�
Romano's Macaroni Grill	�	�	47,965	�	�	�	54,541	�
Corporate	�	�	3,952	�	�	�	3,363	�
�	�	$	241,835	�	�	$	248,507	�
�	�	�	�	�	�	�	�	�
Goodwill and other intangible assets, net	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	4,086	�	�	$	4,403	�
Brick House Tavern + Tap	�	�	1,954	�	�	�	625	�
Romano's Macaroni Grill	�	�	29,476	�	�	�	31,234	�
Corporate	�	�	14	�	�	�	15	�
�	�	$	35,530	�	�	$	36,277	�

�

(1)

Joes Crab Shacks income from operations for the three and nine months ended September 29, 2014 included a�$1.8 million�impairment charge related to one restaurant unit (see Note 4).

�

(2)

Romanos Macaroni Grills loss from operations for the three and nine months ended September 29, 2014 included $2.9 million and $4.3 million, respectively, in costs related to closures and conversions, and for the three and nine months ended September 30, 2013 included $0.1 million in costs related to closures and conversions.

�

Item 2.��Managements Discussion and Analysis of Financial Condition and Results of Operations.

�

You should read the following discussion in this Managements Discussion and Analysis of Financial Condition and Results of Operations with the consolidated financial statements and related notes included elsewhere herein. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Risk Factors and Forward-Looking Statements in our most recent Annual Report on Form�10-K for the fiscal year ended December�30, 2013. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

�

Our fiscal year ends on the Monday nearest to December�31 of each year. Our quarterly accounting periods are comprised of 13 weeks, except for 53-week fiscal years for which the fourth quarter will be comprised of 14 weeks. Fiscal years 2014 and 2013 are 52-week years.

�

Overview

�

As of September 29, 2014,�Ignite Restaurant Group,�Inc. operated three restaurant brands in the casual dining segment, Joes Crab Shack (Joes), Brick House Tavern + Tap (Brick House) and Romanos Macaroni Grill (Macaroni Grill). Each of our restaurant brands offers a variety of high-quality food in a distinctive, casual, high-energy atmosphere. Joes, Brick House and Macaroni Grill operate in a diverse set of markets across the United States and internationally. As of September 29, 2014, we owned and operated 138 Joes restaurants, 21 Brick House restaurants and 167 Macaroni Grill restaurants in 36 states, and franchised 25 Macaroni Grill restaurants within the United States and foreign countries.

�

Joes Crab Shack is an established, national chain of casual dining seafood restaurants. Joes serves a variety of high-quality seafood items, with an emphasis on crab. Joes is a high-energy, family-friendly restaurant that encourages guests to roll up your sleeves and crack into some crab. Brick House Tavern + Tap is a next-generation bar and grill that provides guests an elevated experience appropriate for every day usage. Romanos Macaroni Grill, a pioneer in the polished casual dining segment, offers guests a blend of authentic Italian food with innovative Italian preparation.

�

During the thirteen weeks ended September 29, 2014, we closed seven company-owned and one franchised Macaroni Grill restaurants. We also opened one Brick House converted from a Macaroni Grill and two new Joes during the quarter. Subsequent to the end of the third quarter, two additional company-owned Macaroni Grill locations were closed for a total of fourteen Macaroni Grill closures during 2014.

�

Outlook

�

Our near term business strategy focuses on three primary elements: reviving the Macaroni Grill brand, increasing comparable restaurant sales at Joes, and continuing the growth of our Brick House brand through same-store sales growth and new unit development.

�

We completed our acquisition of Macaroni Grill on April�9, 2013. Prior to the acquisition, Macaroni Grills revenues were steadily declining, including a decline of approximately 25% over the last three fiscal years, from $524.4�million in the fiscal year ended September 29, 2010 to $395.4�million in the fiscal year ended June�27, 2012. During the thirteen weeks ended September 29, 2014, the comparable restaurant sales of Macaroni Grill declined by 8.5% compared to a 2.7% decline in the comparable prior year quarter due primarily to reduced discounts and promotions in the current year.

�

While the Macaroni Grill business generated a loss from operations of $4.9�million, excluding closure-related costs, during the thirteen weeks ended September 29, 2014, it is a significant improvement from the $10.2 million loss from operations during the thirteen weeks ended September 30, 2013. We believe that with the current operations and marketing strategies in place, Macaroni Grill will be a positive contributor to profit in the future. However, there can be no assurance that these strategies or other changes we implement will increase guest traffic or improve the performance at our Macaroni Grill restaurants.

�

We have also experienced a decline in the operating performance at Joes. During the thirteen weeks ended September 29, 2014, the comparable restaurant sales of Joes declined by 4.4% which contributed to a $7.8 million decrease in income from operations from the prior year, excluding the $1.8 million impairment charge in the current quarter. The decline in comparable restaurant sales is partially due to concentrated development over the past three years in the Northeast region that is currently experiencing declining sales and probably some level of self-cannibalization from new Joes locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 44% of the current quarter comparable sales decline but only represent seven percent of the comparable store base. In addition, Joes operating results have also been negatively impacted by food cost inflation during the current year. Unusually high shrimp and shellfish costs were the primary drivers of the increase. We have launched several initiatives including various new menu items along with an updated local and national marketing plan in order to improve sales and margins. However, there can be no assurance that these initiatives or other changes we implement will increase guest traffic or improve the performance at our Joes restaurants.�
��

�

Additional declines in the operating performance at Joes or Macaroni Grill could cause us to close or sell certain underperforming restaurants which may require us to recognize additional asset impairment or closure-related expenses and establish a valuation allowance in the fourth quarter of 2014 or during 2015 against some or all of our deferred tax assets. The total net deferred tax asset balance as of September 29, 2014 and December 30, 2013 was $24.3 million and $14.0 million, respectively.�

�

For the remainder of the fiscal year, we expect to open one new Joes restaurant.

�

Results of Operations

�

We acquired Macaroni Grill on April 9, 2013. The prior year comparable year-to-date results do not include the results of operations of Macaroni Grill for the first quarter and the first week of the second quarter.

�

Thirteen Weeks Ended September 29, 2014 Compared to Thirteen Weeks Ended September 30, 2013

�

The following table presents the condensed consolidated statement of operations for the thirteen weeks ended September 29, 2014 and September 30, 2013, including as expressed as a percentage of revenue.

�

Thirteen Weeks Ended

September 29, 2014

�

Thirteen Weeks Ended

September 30, 2013

�

(dollars in thousands)

�

Revenues

�

215,228

�

100.0

�

227,626

�

100.0

Costs and expenses

�

Restaurant operating costs and expenses

�

Cost of sales

�

65,886

�

30.6

�

69,191

�

30.4

�

Labor expenses

�

64,018

�

29.7

�

69,925

�

30.7

�

Occupancy expenses

�

19,660

�

9.1

�

19,746

�

8.7

�

Other operating expenses

�

47,619

�

22.1

�

48,241

�

21.2

�

General and administrative

�

11,229

�

5.2

�

13,825

�

6.1

�

Depreciation and amortization

�

8,845

�

4.1

�

7,506

�

3.3

�

Pre-opening costs

�

1,210

�

0.6

�

1,480

�

0.7

�

Asset impairments and closures

�

3,308

�

1.5

�

220

�

0.1

�

Loss on disposal of assets

�

1,034

�

0.5

�

1,165

�

0.5

�

Total costs and expenses

�

222,809

�

103.5

�

231,299

�

101.6

�

Loss from operations

�

(7,581

)

�

(3.5

)

�

(3,673

)

�

(1.6

)

Interest expense, net

�

(5,039

)

�

(2.3

)

�

(1,335

)

�

(0.6

)

Gain on insurance settlements

�

0.0

�

300

�

0.1

�

Loss before income taxes

�

(12,531

)

�

(5.8

)

�

(4,708

)

�

(2.1

)

Income tax benefit

�

(6,001

)

�

(2.8

)

�

(2,771

)

�

(1.2

)

Net loss

�

(6,530

)

�

(3.0

�

(1,937

)

�

(0.9

�

The percentages reflected are subject to rounding adjustments.

�

The following table sets forth additional operating information for the periods indicated that we use in assessing our performance:

�

�	�	Thirteen Weeks Ended		�	�	Thirteen Weeks Ended		�
�	�	September 29, 2014		�	�	September 30, 2013		�
�	�	(dollars in thousands)						�
Selected Other Data(1):	�	�	�	�	�	�	�	�
Number of restaurants open (end of period):	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	138	�	�	�	136	�
Brick House Tavern + Tap	�	�	21	�	�	�	16	�
Romano's Macaroni Grill	�	�	167	�	�	�	182	�
Total restaurants	�	�	326	�	�	�	334	�
�	�	�	�	�	�	�	�	�
Restaurant operating weeks	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	1,774	�	�	�	1,740	�
Brick House Tavern + Tap	�	�	269	�	�	�	208	�
Romano's Macaroni Grill	�	�	2,215	�	�	�	2,391	�
�	�	�	�	�	�	�	�	�
Average weekly sales	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	69	�	�	$	74	�
Brick House Tavern + Tap	�	$	64	�	�	$	59	�
Romano's Macaroni Grill	�	$	34	�	�	$	36	�
�	�	�	�	�	�	�	�	�
Change in comparable restaurant sales	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	(4.4	)%	�	�	3.3	%
Brick House Tavern + Tap	�	�	7.5	%	�	�	4.0	%
Romano's Macaroni Grill	�	�	(8.5	)%	�	�	(2.7	)%
�	�	�	�	�	�	�	�	�
Income (loss) from operations	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	7,468	�	�	$	17,051	�
Brick House Tavern + Tap	�	$	(54	)	�	$	(234	)
Romano's Macaroni Grill	�	$	(7,778	)	�	$	(10,150	)
Corporate	�	$	(7,217	)	�	$	(10,340	)
Total	�	$	(7,581	)	�	$	(3,673	)
�	�	�	�	�	�	�	�	�
Adjusted net loss(2)	�	$	(2,074	)	�	$	(952	)

�

(1)	Activity for Macaroni Grill commenced from acquisition date, April 9, 2013.

(2)	A reconciliation and discussion of this non-GAAP financial measure is included below under Non-GAAP Financial Measures. This measure should be considered in addition to, rather than as a substitute for, U.S. GAAP measures.

�

Revenues

�

Revenues were $215.2 million during the thirteen weeks ended September 29, 2014, a decrease of $12.4 million, or 5.4%, compared to revenues of $227.6 million during the thirteen weeks ended September 30, 2013. The decrease is primarily due to the decrease in system-wide comparable restaurant sales and a decrease in operating weeks at Macaroni Grill, offset by an increase in operating weeks at Joes and Brick House from new restaurant openings.

�

Revenues at Joes Crab Shack decreased 4.6% to $122.2 million in the third quarter of 2014 versus $128.0 million in the third quarter of 2013. This decrease is due primarily to a 4.4% decrease in comparable restaurant sales, partially offset by increased operating weeks from the prior year. The comparable restaurant sales decrease is comprised of a 6.0% decrease in guest count, offset partially by a 1.0% increase in pricing and a 0.6% increase in mix. We believe the decline in comparable restaurant sales is due partly to our concentrated development during the past three years in the Northeast region that is currently experiencing declining sales as a result of initially high honeymoon sales and probably some self-cannibalization from new Joes locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 44% of the current quarter comparable sales decline but only represent seven percent of the comparable store base. Comparable sales for all other geographic regions ranged from 0.5% to (4.8%).

�

Brick House Tavern + Tap revenues increased 40.3% to $17.1 million in the third quarter of 2014 versus $12.2 million in the third quarter of 2013 due to a 7.5% increase in comparable restaurant sales and five new restaurant openings since the third quarter of 2013. The comparable restaurant sales increase is comprised of an 8.2% increase from guest count and/or mix, partially offset by a 0.7% decrease in pricing which is attributable to us expanding the length of our happy hour promotional period.�

Revenues at Macaroni Grill decreased 13.1% to $76.0 million in the third quarter of 2014 versus $87.4 million in the third quarter of 2013. The decrease is due to an 8.5% comparable restaurant sales decrease and 15 restaurant closures since the prior year third quarter. The comparable restaurant sales decrease is comprised of a 13.0% decrease in guest count and a 0.9% decrease in mix, partially offset by a 5.4% increase in pricing due to significantly less discounts and promotions in the current year.

�

Cost of Sales

�

Cost of sales decreased by $3.3 million, or 4.8%, in the third quarter of 2014 versus the comparable period of 2013. This decrease primarily reflects the decrease in revenues in 2014 compared to 2013. As a percent of revenue, cost of sales increased to 30.6% from 30.4% primarily due to food cost inflation at the Joes brand. Unusually high shrimp costs and shellfish costs near the high-end of their normal range were the primary drivers of the increase. This increase was partially offset by improved sales leverage at Macaroni Grill due to reduced discounting in the current year.

�

Labor Expenses

�

Labor expenses decreased by $5.9 million, or 8.4%, in the third quarter of 2014 versus the comparable period of 2013. As a percentage of revenue, labor expenses decreased to 29.7% from 30.7%. The decrease in absolute dollars and as a percentage of revenue reflect the hourly labor cost efficiencies at Macaroni Grill, offset partially by deleveraged fixed labor costs at Joes.

�

Occupancy Expenses

�

Occupancy expenses decreased by $86 thousand, or 0.4%, in the third quarter of 2014 versus the comparable period of 2013. This decrease is primarily attributable to the decrease in operating weeks in 2014 versus 2013. As a percentage of revenue, occupancy expenses increased to 9.1% in the current year versus 8.7% in the prior year. This increase primarily reflects the deleveraging of fixed rent expense from the negative same-store sales.

�

Other Operating Expenses

�

Other operating expenses decreased by $0.6 million, or 1.3%, in the third quarter of 2014 versus the comparable period of 2013. As a percentage of revenue, other operating expenses increased to 22.1% from 21.2% due to increased marketing expenses and the deleveraging of fixed costs against a lower sales volume.�

�

General and Administrative

�

General and administrative expense decreased by $2.6 million, or 18.8%, to $11.2 million during the thirteen weeks ended September 29, 2014 from $13.8 million during the thirteen weeks ended September 30, 2013. The current year balance included $0.4 million of transaction costs related to the debt refinancing, while the prior year balance included approximately $1.3 million in acquisition-related and proposed secondary offering expenses. As a percent of revenue, general and administrative expenses decreased to 5.2% from 6.1%. Adjusting for the transaction costs in the current year and the acquisition-related and proposed secondary offering costs in the prior year, general and administrative costs decreased 0.5% to 5.0% as a percentage of revenues due to continued management of our corporate infrastructure costs.

�

Depreciation and Amortization

�

Depreciation and amortization expense increased by $1.3 million, or 17.8%, to $8.8 million during the thirteen weeks ended September 29, 2014 from $7.5 million during the thirteen weeks ended September 30, 2013. This increase is mainly due to accelerated depreciation on closed restaurants and additional depreciation from new restaurants opened since the prior year third quarter. As a percent of revenue, depreciation and amortization increased to 4.1% from 3.3% due to deleveraging on negative same-store sales. See asset impairments and closures below for additional discussion.

�

Pre-Opening Costs

�

Pre-opening costs decreased by $0.3 million, or 18.2%, to $1.2 million during the thirteen weeks ended September 29, 2014 from $1.5 million during the thirteen weeks ended September 30, 2013. We opened three restaurants during the thirteen weeks ended September 29, 2014 compared to four new restaurants opened during the thirteen weeks ended September 30, 2013. We incurred pre-opening costs in both periods for other openings in progress during the period.

�

Asset impairments and closures

�

Asset impairments and closures increased by $3.1 million to $3.3 million in the current 13-week period versus $0.2 million in the prior year. During the thirteen weeks ended September 29, 2014, we closed seven Macaroni Grill restaurants and recorded a $1.8 million impairment charge related to one Joes restaurant. During the thirteen weeks ended September 29, 2014, we also recognized $2.9 million in closure-related expenses, of which $1.6 million was recorded in asset impairments and closures, and $0.9 million of accelerated depreciation was recorded in depreciation expense, excluding expenses related to restaurants closed for conversion. The closure-related expenses for the thirteen weeks ended September 29, 2014 included future minimum lease obligations and accelerated amortization of favorable lease interests.

�

Income (Loss) from Operations�

As a result of the foregoing, consolidated loss from operations increased by $3.9 million to a $7.6 million loss in the current 13-week period compared to a $3.7 million loss in the 13-week period of the prior year.�

Income from operations for Joes decreased by $9.6 million, or 56.2%, to $7.5 million in the current 13-week period from $17.1 million in the prior year 13-week period. As a percent of revenue, income from operations was 6.1% for the current quarter compared to 13.3% in the prior year. We recorded a $1.8 million impairment charge related to one Joes restaurant during the current quarter. Excluding the impairment charge, income from operations was 7.6% of revenue in the current quarter. This decrease is primarily attributable to lower comparable restaurant sales, higher cost of sales and deleveraging of fixed costs against lower sales volume.��

Brick Houses loss from operations improved by $180 thousand, or 76.9%, to a $54 thousand loss in the current 13-week period from a $234 thousand loss in the prior year 13-week period. As a percent of revenue, loss from operations improved to 0.3% in the current quarter from 1.9% in the prior year quarter. This improvement is due primarily to the increase in comparable restaurant sales and the higher restaurant count from the prior year.�

Macaroni Grill generated a loss from operations of $7.8 million in the current quarter versus $10.2 million in the prior year quarter. As a percent of revenue, loss from operations improved to 10.2% in the current quarter from 11.6% in the prior year quarter. We recorded $2.9 million of expenses related to restaurant closures in the current quarter. Excluding the restaurant closure expenses, loss from operations was 6.4% of revenue in the current quarter. This improvement from the prior year is due primarily to improved hourly labor management, lower marketing expenses and reduced discounting.

�

Interest expense, net�

Interest expense, net increased by $3.7 million, or 277.5%, primarily due to a $2.2 million write off of debt issuance costs related to our debt refinancing during the current quarter and a higher average balance and interest rate in the current year.

�

Income Tax Benefit�

Income tax benefit increased by $3.2 million, or 116.6%, to $6.0 million during the thirteen weeks ended September 29, 2014 from $2.8 million during the thirteen weeks ended September 30, 2013. The effective income tax rate changed to a 47.9% benefit from a 58.9% benefit primarily due to lesser FICA tax credits being generated in the current quarter proportionate to the loss before income taxes.

�

Thirty-Nine Weeks Ended September 29, 2014 Compared to Thirty-Nine Weeks Ended September 30, 2013

�

The following table presents the condensed consolidated statement of operations for the thirty-nine weeks ended September 29, 2014 and September 30, 2013, including as expressed as a percentage of revenue.

�

Thirty-Nine Weeks Ended

September 29, 2014

�

Thirty-Nine Weeks Ended

September 30, 2013

�

(dollars in thousands)

�

Revenues

�

659,934

�

100.0

�

573,998

�

100.0

Costs and expenses

�

Restaurant operating costs and expenses

�

Cost of sales

�

200,026

�

30.3

�

172,277

�

30.0

�

Labor expenses

�

199,860

�

30.3

�

173,297

�

30.2

�

Occupancy expenses

�

58,695

�

8.9

�

46,799

�

8.2

�

Other operating expenses

�

139,074

�

21.1

�

118,481

�

20.6

�

General and administrative

�

34,705

�

5.3

�

40,727

�

7.1

�

Depreciation and amortization

�

24,926

�

3.8

�

19,675

�

3.4

�

Pre-opening costs

�

1,972

�

0.3

�

4,048

�

0.7

�

Asset impairments and closures

�

4,400

�

0.7

�

251

�

0.0

�

Loss on disposal of assets

�

1,803

�

0.3

�

1,557

�

0.3

�

Total costs and expenses

�

665,461

�

100.8

�

577,112

�

100.5

�

Loss from operations

�

(5,527

)

�

(0.8

)

�

(3,114

)

�

(0.5

)

Interest expense, net

�

(8,682

)

�

(1.3

)

�

(3,471

)

�

(0.6

)

Gain on insurance settlements

�

0.0

�

600

�

0.1

�

Loss before income taxes

�

(14,120

)

�

(2.1

)

�

(5,985

)

�

(1.0

)

Income tax benefit

�

(9,092

)

�

(1.4

)

�

(3,771

)

�

(0.7

)

Net loss

�

(5,028

)

�

(0.8

�

(2,214

)

�

(0.4

��

�

The percentages reflected are subject to rounding adjustments.

�

The following table sets forth additional operating information for the periods indicated that we use in assessing our performance:

�

�	�	Thirty-Nine Weeks Ended		�	�	Thirty-Nine Weeks Ended		�
�	�	September 29, 2014		�	�	September 30, 2013		�
�	�	(dollars in thousands)						�
Selected Other Data(1):	�	�	�	�	�	�	�	�
Number of restaurants open (end of period):	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	138	�	�	�	136	�
Brick House Tavern + Tap	�	�	21	�	�	�	16	�
Romano's Macaroni Grill	�	�	167	�	�	�	182	�
Total restaurants	�	�	326	�	�	�	334	�
�	�	�	�	�	�	�	�	�
Restaurant operating weeks	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	5,310	�	�	�	5,144	�
Brick House Tavern + Tap	�	�	789	�	�	�	604	�
Romano's Macaroni Grill	�	�	6,810	�	�	�	4,623	�
�	�	�	�	�	�	�	�	�
Average weekly sales	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	66	�	�	$	71	�
Brick House Tavern + Tap	�	$	67	�	�	$	60	�
Romano's Macaroni Grill	�	$	37	�	�	$	37	�
�	�	�	�	�	�	�	�	�
Change in comparable restaurant sales	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	�	(5.0	)%	�	�	0.8	%
Brick House Tavern + Tap	�	�	8.7	%	�	�	4.8	%
Romano's Macaroni Grill	�	�	(5.0	)%	�	�	(5.1	)%
�	�	�	�	�	�	�	�	�
Income (loss) from operations	�	�	�	�	�	�	�	�
Joe's Crab Shack	�	$	25,544	�	�	$	45,022	�
Brick House Tavern + Tap	�	$	2,795	�	�	$	1,054	�
Romano's Macaroni Grill	�	$	(10,911	)	�	$	(15,975	)
Corporate	�	$	(22,955	)	�	$	(33,215	)
Total	�	$	(5,527	)	�	$	(3,114	)
�	�	�	�	�	�	�	�	�
Adjusted net income(2)	�	$	226�	�	�	$	2,747	�

�

(1)	Activity for Macaroni Grill commenced from acquisition date, April 9, 2013.

(2)	A reconciliation and discussion of this non-GAAP financial measure is included below under Non-GAAP Financial Measures. This measure should be considered in addition to, rather than as a substitute for, U.S. GAAP measures.

�

Revenues

�

Revenues were $659.9 million during the thirty-nine weeks ended September 29, 2014, an increase of $85.9 million, or 15.0%, compared to revenues of $574.0 million during the thirty-nine weeks ended September 30, 2013. The increase is primarily due to the acquisition of Macaroni Grill on April 9, 2013 and an increase in operating weeks at the Joes and Brick House brands from new restaurant openings, offset by a 4.2% decrease in system-wide comparable restaurant sales.

�

Revenues at Joes Crab Shack decreased 3.1% to $353.0 million in the first nine months of 2014 versus $364.2 million in the first nine months of 2013. This decrease is due primarily to a 5.0% decrease in comparable restaurant sales, partially offset by a higher restaurant count from the prior year. The comparable restaurant sales decrease is comprised of a 6.5% decrease in guest count, offset partially by a 0.4% increase in pricing and a 1.1% increase in mix. We believe the decline in comparable restaurant sales is due partly to adverse winter weather in the first quarter and reduced or delayed summer vacations from extended school years as a result of school closures during the winter. In addition, we opened a number of stores during the past three years in the Northeast region that are currently experiencing declining sales as a result of initially high honeymoon sales and probably some self-cannibalization from new Joes locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 41% of the current year to date comparable sales decline but only represent seven percent of the comparable store base. Year to date comparable sales for all other geographic regions ranged from about flat to (4.6%). �

�

Brick House Tavern + Tap revenues increased 44.8% to $52.7 million in the first nine months of 2014 versus $36.4 million in the first nine months of 2013 due to an 8.7% increase in comparable restaurant sales and four new restaurant openings since the third quarter of 2013. The comparable restaurant sales increase is comprised of a 1.3% increase in pricing and a 7.4% increase from guest count and/or mix.�

Revenues at Macaroni Grill increased 46.6% to $254.3 million in the first nine months of 2014 versus $173.4 million in the first nine months of 2013. The increase is primarily due to 39 weeks of sales in the current year compared to 25 weeks of sales in the prior year offset by a 5.0% comparable restaurant sales decrease. The comparable restaurant sales decrease is comprised of an 8.7% decrease in guest count, partially offset by a 2.5% increase in pricing and a 1.2% increase in mix.

�

Cost of Sales

�

Cost of sales increased by $27.7 million, or 16.1%, in the first nine months of 2014 versus the comparable period of 2013. This increase primarily reflects the acquisition of Macaroni Grill and the increased operating weeks in 2014 compared to 2013. As a percent of revenue, cost of sales increased to 30.3% from 30.0% primarily due to food cost inflation at the Joes brand, partially offset by improved costs at Macaroni Grill. Unusually high shrimp costs and shellfish costs near the high-end of their normal range were the primary drivers of the increase.

�

Labor Expenses

�

Labor expenses increased by $26.6 million, or 15.3%, in the first nine months of 2014 versus the comparable period of 2013 primarily due to the acquisition of Macaroni Grill. As a percent of revenue, labor expenses increased to 30.3% from 30.2%.

�

Occupancy Expenses

�

Occupancy expenses increased by $11.9 million, or 25.4%, in the first nine months of 2014 versus the comparable period of 2013. This increase is partly attributable to higher store count from the acquisition of Macaroni Grill and the increase in operating weeks in 2014 versus 2013. As a percent of revenue, occupancy costs increased to 8.9% in the first nine months of 2014 versus 8.2% in the prior year. This increase primarily reflects the higher occupancy costs as a percentage of revenues at Macaroni Grill and the deleveraging of fixed rent expense from the negative same-store sales.

�

Other Operating Expenses

�

Other operating expenses increased by $20.6 million, or 17.4%, in the first nine months of 2014 versus the comparable period of 2013 mainly due to the acquisition of Macaroni Grill. As a percent of revenue, other operating expenses increased to 21.1% from 20.6%. The increase reflects deleveraging of fixed costs from the negative same-store sales.�

�

General and Administrative

�

General and administrative expense decreased by $6.0 million, or 14.8%, to $34.7 million during the thirty-nine weeks ended September 29, 2014 from $40.7 million during the thirty-nine weeks ended September 30, 2013. The prior year balance included approximately $6.8 million in acquisition-related and proposed secondary offering expenses. As a percent of revenue, general and administrative expenses decreased to 5.3% from 7.1%. Adjusting for the acquisition-related and proposed secondary offering costs in the prior year, general and administrative costs decreased 0.7% as a percentage of revenues to 5.2% due to continued management of our corporate infrastructure costs.

�

Depreciation and Amortization

�

Depreciation and amortization expense increased by $5.3 million, or 26.7%, to $24.9 million during the thirty-nine weeks ended September 29, 2014 from $19.7 million during the thirty-nine weeks ended September 30, 2013. This increase is mainly due to a higher depreciable asset base from the addition of the Macaroni Grill restaurants and new restaurants opened. As a percent of revenue, depreciation and amortization increased to 3.8% from 3.4% due to deleveraging from negative same-store sales. See asset impairments and closures below for additional discussion.

�

Pre-Opening Costs

�

Pre-opening costs decreased by $2.1 million, or 51.3%, to $2.0 million during the thirty-nine weeks ended September 29, 2014 from $4.0 million during the thirty-nine weeks ended September 30, 2013. We opened three new restaurants during the thirty-nine weeks ended September 29, 2014 compared to ten new restaurants opened during the thirty-nine weeks ended September 30, 2013. We incurred pre-opening costs in both periods for other openings in progress during the period.

�

Asset impairments and closures�

�

Asset impairments and closures increased by $4.1 million to $4.4 million during the thirty-nine weeks ended September 29, 2014 from $251 thousand during the thirty-nine weeks ended September 30, 2013. We recorded a $1.8 million impairment charge related to one Joes restaurant, and closed twelve Macaroni Grill restaurants in the current year, including restaurants closed for conversion, and six in the prior year. For the twelve closed restaurants in the current year, we recognized $4.3 million in closure-related expenses of which $2.5 million was recorded in asset impairments and closures, $1.3 million of accelerated depreciation was recorded in depreciation expense, and $0.5 million in loss on disposal of assets. The closure-related expenses for the thirty-nine weeks ended September 29, 2014 included future minimum lease obligations and accelerated amortization of favorable lease interests.

�

Income (Loss) from Operations

�

As a result of the foregoing, consolidated loss from operations increased by $2.4 million, or 77.5%, to a $5.5 million loss in the current year compared to a $3.1 million loss in the prior year.�

�

Income from operations for the Joes brand decreased by $19.5 million, or 43.3%, to $25.5 million in the current year from $45.0 million in the prior year. As a percent of revenue, income from operations was 7.2% for the current year compared to 12.4% in the prior year. We recorded a $1.8 million impairment charge related to one Joes restaurant during the current year. Excluding the impairment charge, income from operations was 7.7% of revenue in the current year. This decrease is primarily attributable to lower comparable restaurant sales, food cost increases and deleveraging of fixed costs against lower sales volume.��

�

Brick Houses income from operations increased by $1.7 million, or 165.2%, to $2.8 million in the current year from $1.1 million in the prior year. As a percent of revenue, income from operations increased to 5.3% in the current year from 2.9% in the prior year. This increase is due primarily to the increase in comparable restaurant sales and the higher restaurant count as compared to the prior year.

�

Macaroni Grill generated a loss from operations of $10.9 million in the current year versus $16.0 million in the prior year. As a percent of revenue, loss from operations improved to 4.3% in the current year from 9.2% in the prior year. We recorded $4.1 million of expenses related to restaurant closures in the current year. Excluding the restaurant closure expenses, loss from operations was 2.7% of revenue in the current year. This improvement from the prior year is due primarily to improved hourly labor management, lower marketing expenses and reduced discounting.

�

Interest Expense, Net

�

Interest expense, net increased by $5.2 million, or 150.1%, to $8.7 million during the thirty-nine weeks ended September 29, 2014 from $3.5 million during the thirty-nine weeks ended September 30, 2013 primarily due to the write-off of debt issuance costs related to our debt refinancing in August 2014 and a higher average balance and interest rate in the current year.

�

Income Tax Benefit�

�

Income tax benefit increased by $5.3 million, or 141.1%, to $9.1 million during the thirty-nine weeks ended September 29, 2014 from $3.8 million during the thirty-nine weeks ended September 30, 2013. The effective income tax rate increased to a 64.4% benefit from a 63.0% benefit primarily due to more FICA tax credits being generated in the current year proportionate to the loss before income taxes.

�

Seasonality

�

There is a seasonal component to the Joes business which typically peaks in the summer months (June, July�and August) and slows in the winter months (November, December�and January), while the seasonal component to Macaroni Gills business typically peaks in winter months. Because of the seasonality of our system-wide business, results for any fiscal quarter are not necessarily indicative of the results that may be achieved for future fiscal quarters or for the full fiscal year.

�

Liquidity and Capital Resources

�

General

�

Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents, and our senior secured credit facility. Our primary requirements for liquidity and capital are new restaurant development, working capital and general corporate needs. Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate, and will continue to operate, with negative working capital. Our requirement for working capital is not significant since our restaurant guests pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, we are able to sell and collect payment for many of our inventory items before we have to pay our suppliers for such items. Our restaurants do not require significant inventories or receivables.

�

We believe that these sources of liquidity and capital will be sufficient to finance our continued operations and expansion plans for at least the next twelve months.

�

Macaroni Grill generated a lower loss from operations of $10.9 million for the current year-to-date period compared to a $16.0 million loss from operations in the prior year, which contributed to a higher net cash provided by operating activities. However, we experienced a decline in sales and income from operations at Joes. We have launched several new initiatives at Joes and continue to implement plans to restore the profitability of Macaroni Grill. Although we are experiencing signs of minimal recovery, there can be no assurance that the actual full year results will not differ materially from our plans. If we continue experiencing negative cash trends from Macaroni Grill or Joes operations, we may be unable to remain in compliance with our financial covenants. However, we can manage and supplement our liquidity position by closing or selling underperforming restaurants, postponing restaurant development, cutting discretionary capital expenditure spending, and divesting non-core assets. We may also decide to raise additional funds through the sale of common stock or debt in the public capital markets or in privately negotiated transactions. We entered into a new senior secured credit facility in August 2014 (see Note 3 to our condensed consolidated financial statements). There can be no assurance that any of these financing options would be available on favorable terms, if at all.

�

The following table shows summary cash flows information for the thirty-nine weeks ended September 29, 2014 and September 30, 2013 (in thousands):

�

�	�	Thirty-Nine Weeks Ended		�	�	Thirty-Nine Weeks Ended		�
�	�	September 29, 2014		�	�	September 30, 2013		�
Net cash provided by (used in):	�	�	�	�	�	�	�	�
Operating activities	�	$	26,438	�	�	$	13,813	�
Investing activities	�	�	(20,114	)	�	�	(99,254	)
Financing activities	�	�	25,636	�	�	�	79,631	�
Net increase (decrease) in cash and cash equivalents	�	$	31,960	�	�	$	(5,810	)

��

Operating Activities

�

Net cash provided by operating activities was $26.4 million for the thirty-nine weeks ended September 29, 2014 and $13.8 million for the thirty-nine weeks ended September 30, 2013. The $12.6 million increase from the prior year period is due primarily to the increase in operating profit at Macaroni Grill and Brick House, lower general and administrative expenses and changes in working capital including the timing of rent payments and collection of accounts receivable. These increases were offset partially by a decrease in operating profit at Joes and higher interest expense paid.

�

Investing Activities�

�

Net cash used in investing activities decreased by $79.1 million to $20.1 million for the thirty-nine weeks ended September 29, 2014 compared to $99.3 million for the thirty-nine weeks ended September 30, 2013 mainly due to the acquisition of Macaroni Grill in the prior year, as well as a decrease in capital expenditures. Capital expenditures decreased to $20.3 million in the current year compared to $38.3 million in the prior year primarily due to the timing of new restaurant openings and the lower planned restaurant openings for the current fiscal year.��

�

We estimate that total capital expenditures for fiscal year 2014 will be approximately $30 million to $35 million, which includes three new Joes restaurants and as many as two conversions of Macaroni Grill locations to Brick Houses.

�

Financing Activities

�

Net cash provided by financing activities decreased to $25.6 million for the thirty-nine weeks ended September 29, 2014 compared to $79.6 million for the thirty-nine weeks ended September 30, 2013. In the current year, financing activity cash flows represent net payments of $85.2 million on our Revolving Credit Facility, proceeds from our new term loan of $162.5 million, $46.8 million repayment of our old term loan and payment of debt issuance costs of $4.8 million related to the debt refinancing transaction. The prior year activity included net borrowings of $32.4 million on our Revolving Credit Facility and $49.4 million net borrowings on our old term loan related to the financing for the Macaroni Grill acquisition, partially offset by payment of debt issuance costs of $2.2 million.

�

New Senior Secured Credit Facility

�

The New Credit Agreement provides that (a) the leverage ratio shall not exceed (i) 5.75x through December 29, 2014, (ii) 5.5x from December 30, 2014 through June 29, 2015, (iii) 5.25x from June 30, 2015 through December 28, 2015, (iv) 5.0x from December 29, 2015 through March 28, 2016, (v) 4.75x from March 29, 2016 through June 27, 2016, (vi) 4.25x from June 28, 2016 through September 26, 2016, (vii) 4.0x from September 27, 2016 through April 3, 2017, (viii) 3.75x from April 4, 2017 through October 2, 2017, (ix) 3.5x from October 3, 2017 through April 2, 2018, (x) 3.25x from April 3, 2018 through December 31, 2018, and (xi) 3.0x from January 1, 2019 through maturity date; and requires�(b) an interest coverage ratio of at least (i) 2.0x through June 29, 2015, (ii) 2.25x from June 30, 2015 through March 28, 2016, (iii) 2.5x from March 29, 2016 through June 27, 2016, (iv) 2.75x from June 28, 2016 through January 2, 2017, (v) 3.0x from January 3, 2017 through July 3, 2017, (vi) 3.25x from July 4, 2017 through April 2, 2018, (vii) 3.5x from April 3, 2018 through December 31, 2018, and (viii) 3.75x from January 1, 2019 through maturity date. The New Credit Agreement limits capital expenditures to an amount in respect of any period not to exceed (i) $29.5 million from the closing date through December 29, 2014, (ii) $45.5 million for fiscal 2015, (iii) $45.8 million for fiscal 2016, (iv) $52.5 million for fiscal 2017, (v) $53.7 million for fiscal 2018, and (vi) $58.6 million from January 1, 2019 through maturity date, provided that the amount of permitted capital expenditures in any period can be increased by the unused permitted capital expenditures from the immediately preceding period, subject to certain limitations as defined by the agreement. We were in compliance with these covenants as of September 29, 2014 with the exception of the capital expenditure limit, which is only measured on an annual basis.

�

Off-Balance Sheet Arrangements

�

Except for restaurant operating leases, we have no material off-balance sheet arrangements.

�

Non-GAAP Financial Measures

�

We occasionally utilize financial measures and terms not calculated in accordance with accounting principles generally accepted in the United States (GAAP) to evaluate our operating performance. These non-GAAP measures are provided to enhance the readers overall understanding of our current financial performance. These measurements are used by many investors as a supplemental measure to evaluate the overall operating performance of companies in our industry. Management believes that investors understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back events that are not part of normal day-to-day operations of our business. Management and our principal stockholder also use such measures as measurements of operating performance, for planning purposes, and to evaluate the performance and effectiveness of our operational strategies.

�

These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We have provided a definition below for these non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to investors. In addition, we have provided a reconciliation of these non-GAAP financial measures utilized to its equivalent GAAP financial measure.

�

Adjusted Net Income (Loss)

�

We calculate adjusted net income (loss) by eliminating from net income (loss) the impact of items we do not consider indicative of our ongoing operations. Specifically, we believe that this non-GAAP measure provides greater comparability and enhanced visibility into our results of operations, excluding the impact of special charges and certain other expenses. Adjusted net income (loss) represents net income (loss) less items such as (a)�transaction costs including those related to our acquisition of Romanos Macaroni Grill, (b)�costs related to the preparation and filing of a registration statement for a proposed secondary offering of our common stock, (c) costs related to conversions, remodels and closures, (d) write-off of debt issuance costs, (e) asset impairment, (f) non-recurring recruiting and training expenses related to increased restaurant-level staffing at our Macaroni Grill restaurants, (g)�gain on insurance settlements, and (h)�the income tax effect of the above described adjustments. We believe this measure provides additional information to facilitate the comparison of our past and present financial results. We utilize results that both include and exclude the identified items in evaluating business performance. However, our inclusion of this adjusted measure should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. In the future, we may incur expenses or generate income similar to these adjustments.

�

A reconciliation of net income (loss) to adjusted net income (loss) is as follows:

�

Thirteen

Weeks Ended

�

Thirteen

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

Thirty-Nine

Weeks Ended

�

September 29,

2014

�

September 30,

2013

�

September 29,

2014

�

September 30,

2013

�

(in thousands)

�

Net loss

�

(6,530

)

�

(1,937

)

�

(5,028

)

�

(2,214

)

Adjustments:

�

Transaction costs

�

421

�

832

�

510

�

6,035

�

Proposed secondary offering expenses

�

459

�

759

�

Costs related to conversions, remodels and closures

�

3,011

�

633

�

4,238

�

633

�

Write-off of debt issuance costs

�

2,241

�

2,241

�

483

�

Asset impairment

�

1,770

�

1,770

�

Non-recurring recruitment and training expenses

�

327

�

Gain on insurance settlements

�

(89

)

�

(300

)

�

(89

)

�

(600

)

Income tax effect of adjustments above

�

(2,898

)

�

(639

)

�

(3,416

)

�

(2,676

)

Adjusted net income (loss)

�

(2,074

)

�

(952

)

�

226�

�

2,747

�

Weighted average shares outstanding

�

Basic and diluted

�

25,672

�

25,632

�

25,654

�

25,627

�

Net loss per share

�

Basic and diluted

�

(0.25

)

�

(0.08

)

�

(0.20

)

�

(0.09

)

Adjusted net income (loss) per share

�

Basic and diluted

�

(0.08

)

�

(0.04

)

�

0.01

�

0.11

�

Recent Accounting Pronouncements

�

Disclosure regarding recent accounting pronouncements can be found in Note 1 of our condensed consolidated financial statements (unaudited) contained in this Form�10-Q.

�

Critical Accounting Policies

�

The preparation of the unaudited financial statements requires that we make estimates that affect the reported accounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

�

During the thirteen and thirty-nine weeks ended September 29, 2014, there were no significant changes in our accounting policies or estimates.

�

For a description of those accounting policies that, in our opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgments or estimates were made, materially affect our reported results of operations, see Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates in our Annual Report on Form�10-K for the fiscal year ended December�30, 2013 filed with the SEC on March�5, 2014.

�

Forward-Looking Statements

�

This quarterly report on Form�10-Q includes and incorporates by reference forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward looking information presented in this quarterly report is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward looking information contained in this quarterly report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as may, plan, seek, comfortable with, will, expect, intend, estimate, anticipate, believe or continue or the negative thereof or variations thereon or similar terminology. Examples of forward-looking statements in this quarterly report include expectations about new restaurant openings and conversions, and expected improved operations of Macaroni Grill. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including the risk factors discussed in Item 1A our Annual Report on Form�10-K, filed on March�5, 2014 with the Securities and Exchange Commission. Any forward-looking information presented herein is made only as of the date of this quarterly report, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

�

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

�

Commodity Price Risk

�

Many of the food products we purchase are affected by commodity pricing that is subject to price volatility caused by weather, production problems, delivery difficulties and other factors that are outside our control and are generally unpredictable. For the thirty-nine weeks ended September 29, 2014, crab, lobster and shrimp accounted for approximately 25% of total food purchases. Crab and lobster are wild caught and sourced from government regulated and sustainable fisheries. Other categories affected by the commodities markets, such as other seafood and beef, each account for approximately 6% to 11% of our food purchases. While we have some of our food items prepared to our specifications, our food items are based on generally available products, and if any existing suppliers fail, or are unable to deliver in quantities we require, we believe that there are sufficient other quality suppliers in the marketplace that our sources of supply can be replaced as necessary. We also recognize, however, that commodity pricing is extremely volatile and can change unpredictably and over short periods. Our purchasing department negotiates prices and quantities for all of our ingredients through either cancellable contracts (with varying length terms), spot market purchases or commodity pricing formulas. Changes in commodity prices would generally affect us and our competitors similarly, depending on the terms and duration of supply contracts. We also enter into fixed price supply contracts for certain products in an effort to minimize volatility of supply and pricing. In many cases, or over the longer term, we believe we will be able to pass through some or all of the increased commodity costs by adjusting menu pricing. From time to time, competitive circumstances, or judgments about consumer acceptance of price increases, may limit menu price flexibility, and in those circumstances, increases in commodity prices can have an adverse effect on margins.

�

Interest Rate Risk

�

We are subject to interest rate risk in connection with borrowings under our New Credit Facility, which bear interest at variable rates. As of September 29, 2014, we had $162.6 million outstanding under our New Credit Facility. Derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from our variable rate debt obligations that are expected to remain outstanding. We do not currently have any such derivative financial instruments in place. Interest rate changes do not affect the market value of such debt, but could impact the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant. Taking into account the 1% floor on our LIBOR borrowings under our new senior secured credit facility, a 1% change in the interest rate on the outstanding balance of our variable rate debt would result in a $0.4 million change in our annual results of operations.

�

Item 4.

Controls and Procedures.

�

Disclosure Controls and Procedures

�

The Company maintains disclosure controls and procedures defined in Rule�13a-15(e) under the Exchange Act, that are designed to ensure that the information required to be disclosed in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management of the company with the participation of its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

�

In connection with the preparation of this Quarterly Report on Form�10-Q for the quarter ended September 29, 2014, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures were effective as of September 29, 2014.

�

Limitations on Effectiveness of Controls and Procedures

�

Because of their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In addition, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section�404 until the date we are no longer an "emerging growth company" as defined in the JOBS Act, if we continue to take advantage of the exemptions contained in the JOBS Act. We will remain an "emerging growth company" until the earliest of (i)�the last day of our fiscal year following the fifth anniversary of our IPO; (ii)�the last day of our fiscal year in which we have annual gross revenue of $1.0�billion or more; (iii)�the date on which we have, during the previous three-year period, issued more than $1.0�billion in non-convertible debt; and (iv)�the date on which we are deemed to be a "large accelerated filer," which will occur at such time as we have (1)�an aggregate worldwide market value of common equity securities held by non-affiliates of $700.0�million or more as of the last business day of our most recently completed second fiscal quarter, (2)�been required to file annual, quarterly, and current reports under the Exchange Act for a period of at least 12 calendar months and (3)�filed at least one annual report pursuant to the Exchange Act. As a result, we may qualify as an "emerging growth company" until as late as May�10, 2017. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

�

Changes in Internal Control over Financial Reporting

�

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

�

PART�II OTHER INFORMATION

�

Item 1.

Legal Proceedings.

�

Disclosure regarding legal proceedings can be found in Note 7 of our condensed consolidated financial statements (unaudited) contained in this Form�10-Q.

�

Item 1A.

Risk Factors.

�

There were no material changes in our Risk Factors as previously disclosed in Item 1A of the our Annual Report on Form�10-K for the year ended December�30, 2013.

�

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

�

Not applicable.

�

Item 3.

Defaults Upon Senior Securities.

�

None.

�

Item 4.

Mine Safety Disclosures.

�

Not applicable.

�

Item 5.

Other Information.

�

None.

�

Item 6.

Exhibits.

�

Exhibit No.	�	Description
3.1	�	Amended and Restated Certificate of Incorporation of Ignite Restaurant Group, Inc. (filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the twelve weeks ended June 18, 2012 filed on October 30, 2012 and incorporated herein by reference).
3.2	�	Amended and Restated Bylaws of Ignite Restaurant Group, Inc. (filed as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the twelve weeks ended June 18, 2012 filed on October 30, 2012 and incorporated herein by reference).
10.1	�	Credit and Security Agreement, dated August 13, 2014, by and among Ignite Restaurant Group, Inc. and a syndicate of commercial banks and other financial institutions, as lenders, Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and KeyBanc Capital Markets Inc., as joint lead arrangers and joint book runners, and KeyBank National Association, as syndication agent.
31.1	�	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	�	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	�	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	�	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	�	The following financial information for the Company, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements.

�

SIGNATURES

�

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

�

�	IGNITE RESTAURANT GROUP,�INC.
�	�
�	�
October 30, 2014	By:	/s/ Michael J. Dixon
�	�	Name:	Michael J. Dixon
�	�	Title:	President and Chief Financial Officer
�	�	�	(On behalf of the Registrant and as Principal Financial Officer)

�

Exhibit 10.1

�

CREDIT AND SECURITY AGREEMENT

�

among

�

IGNITE RESTAURANT GROUP, INC.
as Borrower

�

THE LENDERS NAMED HEREIN
as Lenders

�

and

�

CREDIT SUISSE AG
as Administrative Agent

�

Credit Suisse Securities (USA) LLC
as Joint Lead Arranger and Joint Book Runner

�

KeyBanc Capital Markets, Inc.
as Joint Lead Arranger and Joint Book Runner

�

KeyBank National Association
as Syndication Agent

�

dated as of
August 13, 2014

�

��

TABLE OF CONTENTS

�

�	�	Page
�	�	�
�	�	�
ARTICLE I.
�
DEFINITIONS
�	�	�
Section 1.1.	Definitions	1
Section 1.2.	Accounting Terms	34
Section 1.3.	Terms Generally	34
Section 1.4.	Confirmation of Recitals	34
�	�	�
ARTICLE II.
�
AMOUNT AND TERMS OF CREDIT
�
Section 2.1.	Amount and Nature of Credit	34
Section 2.2.	Revolving Credit Commitment	35
Section 2.3.	Term Loan Commitment	38
Section 2.4.	Interest	39
Section 2.5.	Evidence of Indebtedness	41
Section 2.6.	Notice of Loans and Credit Events; Funding of Loans	41
Section 2.7.	Payment on Loans and Other Obligations	42
Section 2.8.	Prepayment	43
Section 2.9.	Commitment and Other Fees	44
Section 2.10.	Modifications to Commitments	45
Section 2.11.	Computation of Interest and Fees	49
Section 2.12.	Mandatory Payments	49
Section 2.13.	Loan Modification Offers	52
Section 2.14.	Specified Refinancing Debt	53
�	�	�
ARTICLE III.
�		�
ADDITIONAL PROVISIONS RELATING TO
EURODOLLAR LOANS; INCREASED CAPITAL; TAXES
�
Section 3.1.	Requirements of Law	54
Section 3.2.	Taxes	56
Section 3.3.	Funding Losses	58
Section 3.4.	Change of Lending Office	58
Section 3.5.	Eurodollar Rate Lending Unlawful; Inability to Determine Rate	58
Section 3.6.	Replacement of Lenders	59
Section 3.7.	Discretion of Lenders as to Manner of Funding	59

��

�

ARTICLE IV.
�
CONDITIONS PRECEDENT
�
Section 4.1.	Conditions to Each Credit Event	60
Section 4.2.	Conditions to the First Credit Event	60
Section 4.3.	Post-Closing Conditions	63
�	�	�
ARTICLE V.
�
COVENANTS
�
Section 5.1.	Insurance	63
Section 5.2.	Money Obligations	64
Section 5.3.	Financial Statements and Information	64
Section 5.4.	Financial Records	66
Section 5.5.	Franchises; Change in Business	66
Section 5.6.	ERISA Pension and Benefit Plan Compliance	66
Section 5.7.	Financial Covenants	67
Section 5.8.	Borrowing	68
Section 5.9.	Liens	70
Section 5.10.	Regulations T, U and X	72
Section 5.11.	Investments, Loans and Guaranties	72
Section 5.12.	Merger and Sale of Assets	74
Section 5.13.	Acquisitions	75
Section 5.14.	Notice	76
Section 5.15.	Restricted Payments	76
Section 5.16.	Environmental Compliance	76
Section 5.17.	Affiliate Transactions	77
Section 5.18.	Use of Proceeds	77
Section 5.19.	Corporate Names and Locations of Collateral	77
Section 5.20.	[Reserved]	78
Section 5.21.	Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest	78
Section 5.22.	Collateral	79
Section 5.23.	Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral	80
Section 5.24.	Restrictive Agreements	81
Section 5.25.	Other Covenants and Provisions	81
Section 5.26.	Amendment of Material Documents	82
Section 5.27.	Fiscal Year of Borrower	82
Section 5.28.	Advertising Materials	82
Section 5.29.	Lender Calls	82
Section 5.30.	Further Assurances	82

��

�

ARTICLE VI.
�	�	�
REPRESENTATIONS AND WARRANTIES
�
Section 6.1.	Corporate Existence; Subsidiaries; Foreign Qualification	83
Section 6.2.	Corporate Authority	83
Section 6.3.	Compliance with Laws and Contracts	83
Section 6.4.	Litigation and Administrative Proceedings	84
Section 6.5.	Title to Assets	84
Section 6.6.	Liens and Security Interests	84
Section 6.7.	Tax Returns	85
Section 6.8.	Environmental Laws	85
Section 6.9.	Locations	85
Section 6.10.	Continued Business	85
Section 6.11.	Employee Benefits Plans	86
Section 6.12.	Consents or Approvals	86
Section 6.13.	Solvency	86
Section 6.14.	Financial Statements	86
Section 6.15.	Regulations	86
Section 6.16.	Material Agreements	87
Section 6.17.	Intellectual Property	87
Section 6.18.	Insurance	87
Section 6.19.	Deposit Accounts and Securities Accounts	87
Section 6.20.	Accurate and Complete Statements	87
Section 6.21.	Investment Company; Other Restrictions	88
Section 6.22.	Defaults	88
Section 6.23.	Leases	88
Section 6.24.	FCPA	88
Section 6.25.	Labor Matters	88
�	�	�
ARTICLE VII.
�	�	�
SECURITY
�	�	�
Section 7.1.	Security Interest in Collateral	88
Section 7.2.	Collections and Receipt of Proceeds by Borrower	89
Section 7.3.	Collections and Receipt of Proceeds by Administrative Agent	90
Section 7.4.	Administrative Agents Authority Under Pledged Notes	91
Section 7.5.	Commercial Tort Claims	92
Section 7.6.	Use of Inventory and Equipment	92
Section 7.7.	Electronic Chattel Paper and Transferable Records	92
Section 7.8.	Indemnity and Subrogation	92
Section 7.9.	Subordination	93

��

�

ARTICLE VIII.
�
EVENTS OF DEFAULT
�
Section 8.1.	Payments	93
Section 8.2.	Special Covenants	93
Section 8.3.	Other Covenants	93
Section 8.4.	Representations and Warranties	93
Section 8.5.	Cross Default	93
Section 8.6.	ERISA Default	94
Section 8.7.	Change in Control	94
Section 8.8.	Judgments	94
Section 8.9.	Security	94
Section 8.10.	Validity of Loan Documents	94
Section 8.11.	Solvency	94
�	�	�
ARTICLE IX.
�	�	�
REMEDIES UPON DEFAULT
�	�	�
Section 9.1.	Optional Defaults	95
Section 9.2.	Automatic Defaults	96
Section 9.3.	Letters of Credit	96
Section 9.4.	Offsets	96
Section 9.5.	Equalization Provisions	97
Section 9.6.	Collateral	98
Section 9.7.	Other Remedies	101
Section 9.8.	Application of Proceeds	101
�	�	�
ARTICLE X.
�	�	�
THE ADMINISTRATIVE AGENT
�	�	�
Section 10.1.	Appointment and Authorization	102
Section 10.2.	Note Holders	103
Section 10.3.	Consultation With Counsel	103
Section 10.4.	Documents	103
Section 10.5.	Administrative Agent and Affiliates	103
Section 10.6.	Knowledge or Notice of Default	103
Section 10.7.	Action by Administrative Agent	104
Section 10.8.	Release of Collateral or Guarantor of Payment	104
Section 10.9.	Delegation of Duties	104
Section 10.10.	Indemnification of Administrative Agent	104
Section 10.11.	Successor Agent	105
Section 10.12.	Fronting Lender	105
Section 10.13.	[Reserved]	106
Section 10.14.	Administrative Agent May File Proofs of Claim	106
Section 10.15.	No Reliance on Administrative Agents Customer Identification Program	106
Section 10.16.	Other Agents	106

��

�

ARTICLE XI.
�	�	�
MISCELLANEOUS
�
Section 11.1.	Lenders Independent Investigation	107
Section 11.2.	No Waiver; Cumulative Remedies	107
Section 11.3.	Amendments, Waivers and Consents	107
Section 11.4.	Notices	109
Section 11.5.	Costs, Expenses and Documentary Taxes	109
Section 11.6.	Indemnification	110
Section 11.7.	Obligations Several; No Fiduciary Obligations	110
Section 11.8.	Execution in Counterparts	110
Section 11.9.	Binding Effect; Borrowers Assignment	111
Section 11.10.	Lender Assignments	111
Section 11.11.	Sale of Participations	112
Section 11.12.	Replacement of Affected Lenders	114
Section 11.13.	Patriot Act Notice	114
Section 11.14.	Severability of Provisions; Captions; Attachments	114
Section 11.15.	[Reserved]	114
Section 11.16.	Entire Agreement	114
Section 11.17.	Limitations on Liability of the Fronting Lender	114
Section 11.18.	General Limitation of Liability	115
Section 11.19.	No Duty	115
Section 11.20.	Legal Representation of Parties	115
Section 11.21.	Submission to Jurisdiction	116

�

�	�	�
Exhibit A	Form of Revolving Credit Note	�
Exhibit B	[Reserved]	�
Exhibit C	Form of Term Note	�
Exhibit D	Form of Notice of Loan	�
Exhibit E	Form of Compliance Certificate	�
Exhibit F	Form of Assignment and Acceptance Agreement	�
Exhibit G	Administrative Questionnaire	�
Schedule 1	Commitments of Lenders	�
Schedule 2	Guarantors of Payment	�
Schedule 2.2	Existing Letters of Credit	�
Schedule 3	Pledged Securities	�
Schedule 5.3	Quarterly Reporting Periods	�
Schedule 5.8	Indebtedness	�
Schedule 5.9	Liens	�
Schedule 5.11	Contingent Obligations Existing as of the Closing Date	�
Schedule 5.24	Existing Restrictive Agreements	�

��

�

Schedule 6.1	Corporate Existence; Subsidiaries; Foreign Qualification	�
Schedule 6.4	Litigation and Administrative Proceedings	�
Schedule 6.5	Real Estate Owned by the Companies	�
Schedule 6.9(a)	Locations	�
Schedule 6.9(b)	Locations for which a Landlords Waiver was Requested under the Existing Credit Agreement	�
Schedule 6.9(c)	Locations for which a Landlords Waiver was Requested under this Agreement	�
Schedule 6.16	Material Agreements	�
Schedule 6.17	Intellectual Property	�
Schedule 6.18	Insurance	�
Schedule 7.4	Pledged Notes	�
Schedule 7.5	Commercial Tort Claims	�

��

�

��

This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this Agreement) is made effective as of the 13th day of August, 2014 among:

�

(a) IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the Borrower);

�

(b) the lenders listed on Schedule 1 hereto and each other Eligible Transferee, as hereinafter defined, that from time to time becomes a party hereto pursuant to Section 2.10(b), 2.10(c), 2.14 or 11.10 hereof (collectively, the Lenders and, individually, each a Lender);

�

WITNESSETH:

�

WHEREAS, on the Closing Date, the Borrower will repay all indebtedness outstanding under the Existing Credit Agreement and terminate the commitments and discharge, terminate and release the guarantees and collateral provided pursuant thereto (such transactions being collectively referred to herein as the Closing Date Refinancing);

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WHEREAS, it is the intent of the Borrower, the Administrative Agent and the Lenders that the provisions of this Agreement be effective commencing on the Closing Date; and

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WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to the Borrower upon the terms and subject to the conditions hereinafter set forth.

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NOW, THEREFORE, it is mutually agreed as follows:

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ARTICLE I. DEFINITIONS

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Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

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Account means an account, as that term is defined in the U.C.C.

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Account Debtor means an account debtor, as that term is defined in the U.C.C., or any other Person obligated to pay all or any part of an Account in any manner and includes (without limitation) any guarantor thereof.

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Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person (other than a Company), or any business or division of any Person (other than a Company), (b) the acquisition of in excess of 50% of the outstanding capital stock (or other equity interest) of any Person (other than a Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other combination with such Person.

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Additional Commitment means that term as defined in Section 2.10(b)(i) hereof.

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Additional Lender means an Eligible Transferee that shall become a Lender pursuant to Section 2.10(b) hereof.

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Additional Lender Assumption Agreement means an additional lender assumption agreement, in form and substance reasonably satisfactory to the Administrative Agent, wherein an Additional Lender shall become a Lender.

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Additional Lender Assumption Effective Date means that term as defined in Section 2.10(b)(ii) hereof.

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Additional Term Loan Facility means that term as defined in Section 2.10(b)(i) hereof.

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Additional Term Loan Facility Amendment means that term as defined in Section 2.10(c)(ii) hereof.

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Administrative Agent means that term as defined in the first paragraph of this Agreement.

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Administrative Agent Fee Letter means that certain Administrative Agent Fee Letter between the Borrower and the Administrative Agent, dated as of July 14, 2014.

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Administrative Questionnaire shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

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Advantage means any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender (a) prior to an Equalization Event, in respect of the Applicable Debt, if such payment results in that Lender having less than its pro rata share (based upon its Applicable Commitment Percentage) of the Applicable Debt then outstanding, and (b) on and after an Equalization Event, in respect of the Obligations, if such payment results in that Lender having less than its pro rata share (based upon its Equalization Percentage) of the Obligations then outstanding.

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Affected Class means that term as defined in Section 2.13 hereof.

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Affected Lender means a Defaulting Lender or an Insolvent Lender.

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Affiliate means any Person, directly or indirectly, controlling, controlled by or under common control with a Company and control (including the correlative meanings, the terms controlling, controlled by and under common control with) of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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Agreement means that term as defined in the first paragraph of this agreement.

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Applicable Commitment Fee Ratemeans:

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(a) for the period from the Closing Date through the last day of the month in which the Compliance Certificate for the Quarterly Reporting Period ending December 31, 2014 is delivered to the Administrative Agent, 50 basis points; and

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(b) commencing with the Consolidated financial statements of the Borrower for the Quarterly Reporting Period ending December 31, 2014, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio as set forth in the Compliance Certificate for such Quarterly Reporting Period, shall be used to establish the number of basis points that will go into effect on the first day of the month following the delivery of such Compliance Certificate and, thereafter, as set forth in each successive Compliance Certificate, as provided below:

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Leverage Ratio	Applicable Commitment Fee Rate
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Greater than 3.00 to 1.00	50�basis points
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Greater than 2.00�to 1.00 but less than or equal to 3.00 to 1.00	37.5�basis points
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Less than or equal to 2.00 to 1.00	25�basis points

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After the first day of the month following the delivery to the Administrative Agent of the Compliance Certificate for the Quarterly Reporting Period ending December 31, 2014, changes to the Applicable Commitment Fee Rate shall be effective on the first day of each calendar month following the date upon which the Administrative Agent should have received, pursuant to Section 5.3(c) hereof, the Compliance Certificate. The above pricing matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of the Administrative Agent and the Lenders to charge the Default Rate, or the rights and remedies of the Administrative Agent and the Lenders pursuant to Articles VIII and IX hereof. Notwithstanding anything herein to the contrary, (i) during any period when the Borrower shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Commitment Fee Rate shall be the highest rate per annum indicated in the above pricing grid regardless of the Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to the Administrative Agent in the Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Commitment Fee Rate for any period (an Applicable Commitment Fee Period) than the Applicable Commitment Fee Rate applied for such Applicable Commitment Fee Period, then (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Commitment Fee Period, (B) the Applicable Commitment Fee Rate shall be determined based on such corrected Compliance Certificate, and (C) the Borrower shall immediately pay to the Administrative Agent the accrued additional fees owing as a result of such increased Applicable Commitment Fee Rate for such Applicable Commitment Fee Period.

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Applicable Commitment Percentage means, for each Lender:

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(a) with respect to the Revolving Credit Commitment, the percentage, if any, set forth under such Lenders name in the row titled Revolving Credit Commitment Percentage, as set forth on Schedule 1 hereto, subject to assignments of interests pursuant to Section 11.10 hereof; and

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(b) with respect to the Term Loan Commitment (or, after the Term Loan Commitment is no longer in effect, the outstanding portion of the Term Loan), the percentage, if any, set forth under such Lenders name in the row titled Term Loan Commitment Percentage, as set forth on Schedule 1 hereto, subject to assignments of interests pursuant to Section 11.10 hereof.

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Applicable Confidential Information means information that cannot be disclosed to any Lender or the Administrative Agent as a consequence of (a) a restriction contained in an operating or similar agreement entered into in the ordinary course of business prior to the Closing Date, so long as the Borrower shall have used commercially reasonable efforts to obtain a waiver from such restriction to permit such information to be provided to such Lender, the Administrative Agent or Person, or (b) a restriction contained in an operating or similar agreement entered into in the ordinary course of business and consistent with past practices of the Borrower on or after the Closing Date so long as the Company entering into such agreement used reasonable efforts to have such restriction omitted from such agreement.

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Applicable Debt means:

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(a)�with respect to the Revolving Credit Commitment, collectively, (i) all Indebtedness incurred by the Borrower to the Revolving Lenders pursuant to this Agreement and the other Loan Documents, and includes, without limitation, the principal of and interest on all Revolving Loans and all obligations with respect to Letters of Credit, (ii) each extension, renewal or refinancing of the foregoing, in whole or in part, (iii) the commitment and other fees and amounts payable hereunder in connection with the Revolving Credit Commitment, and (iv) all Related Expenses incurred in connection with the foregoing; and

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(b)�with respect to the Term Loan Commitment, collectively, (i) all Indebtedness incurred by the Borrower to the Term Lenders pursuant to this Agreement and the other Loan Documents, and includes, without limitation, the principal of and interest on the Term Loan, (ii) each extension, renewal or refinancing of the foregoing in whole or in part, (iii) all prepayment and other fees and amounts payable hereunder in connection with the Term Loan Commitment, and (iv) all Related Expenses incurred in connection with the foregoing.

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Applicable Margin means (a) with respect to Eurodollar Loans, 700 basis points and (b) with respect to Base Rate Loans, 600 basis points.

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Approved Fund means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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Arrangers shall mean Credit Suisse Securities (USA) LLC and KeyBanc Capital Markets, Inc., each in its capacity as joint bookrunner and joint lead arranger in respect of the Credit Facilities.

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Assignment Agreement means an Assignment and Acceptance Agreement in the form of the attached Exhibit F.

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Authorized Officer means a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to the Administrative Agent) to handle certain administrative matters in connection with this Agreement.

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Available Basket Amount means the total of (a) 50% of Consolidated Net Earnings for the period consisting of each full Quarterly Reporting Period after the Closing Date for which financial statements have been delivered pursuant to Section 5.3(a) hereof, plus (b) the aggregate amount of Net Issuance Proceeds from the issuance of, or issuances of, any capital stock during such period, minus (c) the aggregate amount of any Restricted Payments made during such period pursuant to Section 5.15(a) hereof.

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Bank Product Agreements means those certain cash management services and other agreements entered into from time to time between a Company and the Administrative Agent or a Lender (or an affiliate of a Lender) in connection with any of the Bank Products.

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Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees and expenses owing by a Company to the Administrative Agent or any Lender (or an affiliate of a Lender) pursuant to or evidenced by the Bank Product Agreements; provided, that for purposes of this Agreement, the Bank Product Obligations shall not exceed $10,000,000 (and to the extent the Bank Product Obligations would otherwise exceed $10,000,000, then any such obligations, liabilities, contingent reimbursement obligations, fees and expenses shall be excluded from this definition in reverse order based on the date the relevant Bank Product Agreement was entered into as and to the extent necessary so that the foregoing $10,000,000 limitation is observed in a manner that gives priority to earlier Bank Product Agreements over later Bank Product Agreements).

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Bank Products means a service or facility extended to a Company by the Administrative Agent or any Lender (or an affiliate of a Lender) for (a) credit cards and credit card processing services, (b) debit cards, purchase cards and stored value cards, (c) ACH transactions, and (d) cash management, including controlled disbursement, accounts or services.

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Bankruptcy Code means Title 11 of the United States Code entitled Bankruptcy, as now or hereafter in effect, or any successor thereto, as hereafter amended.

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Base Rate means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) one-half of one percent (.50%) in excess of the Federal Funds Effective Rate, and (c)(i)�100.00 basis points in excess of (ii) the quotient obtained (rounded upwards, if necessary, to the nearest 1/16th of 1%) by dividing (a) the rate of interest per annum determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) at approximately 11:00 a.m. (London time) on such day (or, if such day is not a Business Day, as of the most recent Business Day) by reference to the Intercontinental Exchange Benchmark Administration Ltd. (or such other Person that takes over the administration of such rate) LIBOR Rate for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the Intercontinental Exchange Benchmark Administration Ltd. (or such other Person that takes over the administration of such rate) as an authorized information vendor for the purpose of displaying such rates) for a one month interest period; provided that (1) to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this clause (c)(ii), the rate per annum for purposes of this clause (c)(ii) shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for one month interest periods to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on such day by (b) 1.00 minus the Reserve Percentage; provided, however, in no event shall the rate per annum determined under this clause (c)(ii) for any day be less than 1.00% per annum. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

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Base Rate Loan means a Revolving Loan described in Section 2.2(a) hereof, or a portion of the Term Loan described in Section 2.3 hereof, that shall be denominated in Dollars and on which the Borrower shall pay interest at the Derived Base Rate.

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Borrower means that term as defined in the first paragraph of this Agreement.

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Business Day means a day that is not a Saturday, a Sunday or another day of the year on which national banks are authorized or required to close in New York City, New York, and, in addition, if the applicable Business Day relates to a Eurodollar Loan, is a day of the year on which dealings in Dollar deposits are carried on in the London interbank Eurodollar market.

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Capital Distribution means a payment made, liability incurred or other consideration given by a Company to any Person that is not a Company, (a) for the purchase, acquisition, redemption, repurchase, payment or retirement of any capital stock or other equity interest of such Company, or (b) as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of such Company) in respect of such Companys capital stock or other equity interest.

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Capital Expenditures shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP on a Consolidated basis and (b) Capitalized Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

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Capitalized Lease Obligations means obligations of the Companies for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

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Cash Collateral Account means a commercial Deposit Account designated cash collateral account and maintained by the Borrower with the Administrative Agent (or its designee), without liability by the Administrative Agent (or such designee) or the Lenders to pay interest thereon, from which account the Administrative Agent (or such designee), on behalf of the Lenders, shall have the exclusive right to withdraw funds until all of the Secured Obligations are paid in full.

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Cash Security means all cash, instruments, Deposit Accounts, Securities Accounts and cash equivalents, in each case whether matured or unmatured, whether collected or in the process of collection, upon which a Credit Party presently has or may hereafter have any claim, wherever located, including but not limited to any of the foregoing that are presently or may hereafter be existing or maintained with, issued by, drawn upon, or in the possession of the Administrative Agent or any Lender.

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Change in Control means:

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(a)�the acquisition of ownership or voting control, directly or indirectly, beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or of record, on or after the Closing Date, by any Person or group (within the meaning of Sections 13d and 14d of the Exchange Act) other than Sponsor, of shares representing more than 25% of the aggregate ordinary Voting Power represented by the issued and outstanding equity interests of the Borrower;

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(b)�the occupation of a majority of the seats (other than vacant seats) on the board of directors or other governing body of the Borrower by Persons who were neither (i) nominated by the board of directors or other governing body of the Borrower nor (ii) appointed by directors so nominated or elected by a majority of shareholders; or

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(c)�the occurrence of a change in control, or other term of similar import used therein, as defined in any Material Indebtedness Agreement.

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Closing Date means the effective date of this Agreement as set forth in the first paragraph of this Agreement.

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Closing Date Refinancing has the meaning assigned thereto in the recitals to this Agreement.

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Closing Revolving Amount means $30,000,000.

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Code means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

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Collateral means (a) all of the Borrowers existing and future (i) personal property, (ii) Accounts, Investment Property, instruments, contract rights, chattel paper, documents, supporting obligations, letter-of-credit rights, fixtures, Pledged Securities, Pledged Notes (if any), Commercial Tort Claims, General Intangibles, Inventory, Equipment and all other goods, (iii) funds now or hereafter on deposit in the Cash Collateral Account, if any, (iv) Cash Security; and (b) books and records pertaining to, and Proceeds and products of any of, the foregoing; provided that Collateral shall exclude (A) any fixed asset (including Equipment) that is subject to a purchase money security interest or capital lease permitted under this Agreement to the extent that and only so long as the agreements with respect to such purchase money security interest or capital lease, as the case may be, specifically prohibit additional Liens, (B) licenses, contracts or other agreements which by the terms of such licenses, contracts or other agreements prohibit the assignment of such agreements (to the extent such prohibition is enforceable at law), (C) the equity interests in JCSMM-NJ, so long as and to the extent that such equity interests are subject to the Lien permitted pursuant to Section 5.9(s) hereof, (D)�property expressly excluded from the definition of Pledged Securities and (E) any personal property of any Guarantor of Payment, to the extent that the Administrative Agent and the Borrower reasonably agree that the cost of obtaining a security interest therein, would be excessive in relation to the practical benefit to the Secured Parties obtained thereby (the foregoing clauses (A) through (E) of this proviso, Excluded Collateral).

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Commercial Tort Claim means all commercial tort claims (as that term is defined in the U.C.C.) set forth on Schedule�7.5 hereto and all other commercial tort claims notified to the Administrative Agent by the Borrower pursuant to Section 7.5 or by any Guarantor of Payment pursuant to the requirements of the Security Agreement.

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Commitment means the obligation hereunder of the Lenders, during the Commitment Period, to make Loans and to participate in the issuance of Letters of Credit pursuant to the Revolving Credit Commitment and the Term Loan Commitment, up to in the aggregate the Total Commitment Amount.

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Commitment Increase Period means (a) with respect to an increase to the Revolving Credit Commitment pursuant to Section 2.10, the period from the Closing Date to August 13, 2018 or such earlier date on which the Revolving Credit Commitment shall have been terminated pursuant to Article IX hereof and (b) with respect to an Additional Term Facility or Term Loan Increase pursuant to Section 2.10, the period from the Closing Date to the Term Loan Maturity Date.

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Commitment Period means the period from the Closing Date to February 13, 2019, or such earlier date on which the Revolving Credit Commitment shall have been terminated pursuant to Article IX hereof.

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Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. � 1 et seq.), as amended from time to time, together with the rules and regulations promulgated thereunder.

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Companies means the Borrower and all Subsidiaries.

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Company means the Borrower or a Subsidiary.

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Compliance Certificate means a Compliance Certificate in the form of the attached Exhibit E.

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Consideration means, in connection with an Acquisition, the aggregate consideration paid or to be paid, including borrowed funds, cash, deferred payments, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to compete and any other consideration paid or to be paid for such Acquisition.

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Consolidated means the resultant consolidation of the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.14 hereof.

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Consolidated Capital Expenditures means, for any period, the amount of Capital Expenditures of the Borrower, as determined on a Consolidated basis.

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Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of the Borrower for such period, as determined on a Consolidated basis.

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Consolidated EBITDA means, for any period, as determined on a Consolidated basis:

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(a)�Consolidated Net Earnings for such period; plus

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(b)�without duplication, the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of:

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(i)�Consolidated Interest Expense;

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(ii)�Consolidated Income Tax Expense and franchise tax expense;

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(iii)�Consolidated Depreciation and Amortization Charges;

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(iv)�board of director fees, expenses and indemnities;

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(v)�non-cash expenses incurred in connection with stock-based compensation;

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(vi)�any non-cash loss or expense incurred due to the application of FAS No. 106 regarding post-retirement benefits, FASB ASC 815-10 regarding hedging activity, FASB ASC 350 regarding impairment of goodwill, FASB ASC 480-10 regarding accounting for financial instruments with debt and equity characteristics;

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(vii)�any other non-cash write downs (other than write downs of Accounts and Inventory), write-offs (other than write-offs of Accounts and Inventory) incurred;

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(viii)�any non-cash impairment charges accrued during such period;

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(ix)�any non-cash charges or expenses resulting from purchase accounting adjustments for such period (including pursuant to Section 338(h)(10) of the Code);

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(x)�any non-cash charges incurred during such period relating to any restructuring, special charges, reserves and severance payments, in each case associated with restaurant closings and supported by documentation reasonably acceptable to the Administrative Agent and the Required Lenders;

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(xi)�non-cash rent expense or deferred rent;

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(xii)�other non-cash losses or expenses (and minus any non-cash income or gains), so long as no cash is reasonably expected to be paid in the future with respect thereto, excluding any non-cash loss or expense relating to a write-down, write off or reserve with respect to Accounts and Inventory, in an aggregate amount not to exceed $250,000 in any four consecutive Quarterly Reporting Periods and supported by documentation reasonably acceptable to the Administrative Agent;

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(xiii)�fees and expenses paid or are payable in cash with respect to the Loan Documents (including amounts incurred in connection with any amendments, consents or waivers);

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(xiv)�fees and expenses in connection with proposed or actual debt incurrences, amendments of debt, equity issuances, investments acquisitions or dispositions (including, without limitation, any fees and expenses incurred in connection with a failed or unconsummated debt incurrence, amendments of debt, equity issuance, investments, acquisitions or dispositions) permitted pursuant to this Agreement, and supported by documentation reasonably acceptable to the Administrative Agent, in an aggregate amount not to exceed $5,000,000 in any four consecutive Quarterly Reporting Periods;

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(xv)�any losses (and minus any gains) attributable to the early extinguishment of Indebtedness permitted under this Agreement;

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(xvi)�any one-time cash charges and severance payments associated with temporary and permanent restaurant closings in an aggregate amount not to exceed $5,000,000 in any four consecutive Quarterly Reporting Periods;

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(xvii)�any non-cash expense recognized in connection with or arising from the termination of any Hedge Agreement;

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(xviii)�any expense incurred to the extent the amount of such expense is actually reimbursed during the same period by a third party and the amount of such reimbursement is not included in the calculation of net income, including a landlord, or pursuant to indemnification provisions in any agreement in connection with an investment or acquisition permitted by this Agreement;

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(xix)�start-up costs (such term used herein as defined in SOP 98-5 published by the American Institute of Certified Public Accountants) related to the acquisition, opening, conversion and organizing of new and converted unit locations and restaurants, such costs to include, without limitation, the cost of feasibility studies, staff-training and recruiting and travel costs for employees engaged in such start-up activities (Consolidated Restaurant Pre-Opening Costs) (provided that the average amount of Consolidated Restaurant Pre-Opening Costs incurred per each single new or converted unit location or restaurant during the measurement period shall not exceed $450,000, exclusive of non-cash rent that is already excluded under subpart (xi) above);

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(xx)�Mac Acquisition integration and transaction costs in an aggregate amount not to exceed $5,000,000;

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(xxi)�general and administrative expenses related to the integration of assets purchased pursuant to the Mac Acquisition in an aggregate amount not to exceed�$1,778,750 for the four consecutive Quarterly Reporting Periods ending June 30, 2014;

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(xxii)�other severance payments not associated with temporary and permanent restaurant closings in an aggregate amount not to exceed $1,000,000 in any four consecutive Quarterly Reporting Periods; and

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(xxiii) other non-recurring or unusual items not to exceed $500,000 in the aggregate during any four consecutive Quarterly Reporting Periods and supported by documentation reasonably acceptable to the Administrative Agent; minus

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(c)�to the extent included in determining such Consolidated Net Earnings and without duplication of any such amounts deducted in determining any add-back under clause (b) above, (i) the interest income of the Borrower, as determined on a Consolidated basis and (ii) all tax refunds based on the gross or net income of the Borrower, as determined on a Consolidated basis.

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To the extent that during such period any Credit Party shall have consummated an Acquisition permitted hereunder, or any sale, transfer or other disposition of any Person, business, property or assets, Consolidated EBITDA shall be calculated on a pro forma basis with respect to such Person, business, property or assets so acquired or disposed of in accordance with the definition of Pro Forma Consolidated EBITDA.

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Consolidated Funded Indebtedness means, at any date, all Indebtedness (including, but not limited to, short-term, long-term and Subordinated Indebtedness, if any) of the Borrower, as determined on a Consolidated basis.

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Consolidated Income Tax Expense means, for any period, all provisions for taxes based on the gross or net income of the Borrower (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), as determined on a Consolidated basis.

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Consolidated Interest Expense means, for any period, the interest expense (including, without limitation, the imputed interest portion of Capitalized Lease Obligations, synthetic leases and asset securitizations, if any, and excluding deferred financing costs) of the Borrower for such period, as determined on a Consolidated basis; provided that for purposes of calculating the Interest Coverage Ratio under Section�2.10(b)(i) and Section 5.7(c):

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(1)��if the Borrower or any Subsidiary has incurred any Indebtedness since the beginning of the relevant determination period that remains outstanding or if the transaction giving rise to the need to calculate the Interest Coverage Ratio is an incurrence of Indebtedness, or both, Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period; and

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(2)��if the Borrower or any Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the relevant determination period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid, the lending commitments in respect thereof are terminated and such Indebtedness has not been replaced) on the date of the transaction giving rise to the need to calculate the Interest Coverage Ratio, Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such repayment, repurchase, defeasance or other discharge had occurred on the first day of such period and as if the Borrower or such Subsidiary had not earned the interest income (if any) actually earned during such period in respect of cash or cash equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness.

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If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness if such Hedge Agreement has a remaining term in excess of 12 months).

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Consolidated Net Earnings means, for any period, the net income (loss) of the Borrower for such period, as determined on a Consolidated basis.

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Consolidated Net Worth means, at any date, the stockholders equity of the Borrower, determined as of such date on a Consolidated basis.

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Consolidated Rent Expense means, for any period, the rent expense (excluding cash payments made with respect to common-area maintenance and property taxes) of the Borrower paid in cash for such period, as determined on a Consolidated basis; provided that, to the extent that during such period any Credit Party shall have consummated an Acquisition permitted hereunder, or any sale, transfer or other disposition of any Person, business, property or assets, Consolidated Rent Expense shall be calculated on a pro forma basis with respect to such Person, business, property or assets so acquired or disposed of in accordance with the definition of Pro Forma Consolidated Rent Expense.

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Consolidated Unfunded Capital Expenditures means, for any period, Consolidated Capital Expenditures that are not directly financed by the Companies with long-term Indebtedness (other than Revolving Loans) or Capitalized Lease Obligations, as determined on a Consolidated basis.

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Consolidated Working Capital means, at any date, (a) the current assets (excluding cash) of the Borrower, minus (b) the current liabilities (excluding the current maturities of long-term Indebtedness) of the Borrower; in each case, as determined on a Consolidated basis.

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Control Agreement means a Deposit Account Control Agreement or Securities Account Control Agreement.

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Controlled Group means a Company and each Person required to be aggregated with a Company under Code Section 414(b) or (c), or, solely for purposes of Code Section 412 and ERISA Section 302, under Code Section 414(m) or (o).

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Controlled Investment Affiliate shall mean any Person that is controlled by the Sponsor and is organized by the Sponsor primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of management and policies of such Person whether by contract or otherwise.

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Credit Facilities shall mean the term loan credit facility and the revolving loan credit facility provided for herein.

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Credit Event means the making of a Loan hereunder, the conversion of a Base Rate Loan to a Eurodollar Loan hereunder, the continuation hereunder of a Eurodollar Loan after the end of the applicable Interest Period, or the issuance (or amendment or renewal) by the Fronting Lender of a Letter of Credit.

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Credit Exposure means, at any time, with respect to a Specific Commitment, the sum of (a) the aggregate principal amount of all Loans outstanding under such Specific Commitment, and (b) the Letter of Credit Exposure, if any, applicable to such Specific Commitment.

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Credit Party means the Borrower, and any Subsidiary that is a Guarantor of Payment.

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CS means Credit Suisse AG and its successors and assigns.

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Customary Setoffs means, as to any Securities Intermediary or depository institution, as applicable, with respect to any Securities Account or Deposit Account, as applicable, maintained with such Person, setoffs and chargebacks by such Person against such Securities Account or Deposit Account, as applicable, that directly relate to the maintenance and administration thereof, including, without limitation, for the following purposes: (a) administrative and maintenance fees and expenses; (b) items deposited in or credited to the account and returned unpaid or otherwise uncollected or subject to an adjustment entry; (c) adjustments or corrections of posting or encoding errors; (d) any ACH credit or similar entries that are subsequently returned thereafter; (e) items subject to a claim against the depository bank/securities intermediary for breach of transfer, presentment, encoding, retention or other warranty under Federal Reserve Regulations or Operating Circulars, ACH or other clearing house rules, or applicable law (including, without limitation, Articles 3, 4 and 4A of the U.C.C.); and (f) chargebacks in connection with merchant card transactions.

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Default means an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default.

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Default Rate means (a) with respect to any Loan or other Obligation for which a rate is specified, a rate per annum equal to 2% in excess of the rate otherwise applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to 2% in excess of the Derived Base Rate from time to time in effect.

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Defaulting Lender means a Lender, as reasonably determined by the Administrative Agent, that (a) has failed (which failure has not been cured) to fund any Loan or any participation interest in Letters of Credit required to be made hereunder in accordance with the terms hereof (unless such Lender shall have notified the Administrative Agent and the Borrower in writing of its good faith determination that a condition under Section 4.1 hereof to its obligation to fund any Loan shall not have been satisfied); (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) has failed, within three Business Days after receipt of a written request from the Administrative Agent or the Borrower to confirm that it will comply with the terms of this Agreement relating to its obligation to fund prospective Loans or participations in Letters of Credit, and such request states that the requesting party has reason to believe that the Lender receiving such request may fail to comply with such obligation, and states such reason; or (d) has failed to pay to the Administrative Agent or any other Lender when due an amount owed by such Lender to the Administrative Agent or any other Lender pursuant to the terms of this Agreement, unless such amount is subject to a good faith dispute or such failure has been cured. Any Defaulting Lender shall cease to be a Defaulting Lender when the Administrative Agent determines, in its reasonable discretion, that such Defaulting Lender is no longer a Defaulting Lender based upon the characteristics set forth in this definition.

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Deposit Account means a deposit account, as that term is defined in the U.C.C.

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Deposit Account Control Agreement means each Deposit Account Control Agreement among the Borrower or a Guarantor of Payment, the Administrative Agent and a depository institution, dated on or after the Closing Date, to be in form and substance satisfactory to the Administrative Agent, as the same may from time to time be amended, restated or otherwise modified.

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Derived Base Rate means a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate.

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Derived Eurodollar Rate means a rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans plus the Eurodollar Rate.

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Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) signed into law on July 21, 2010, as amended from time to time.

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Dollar or the $ sign means lawful money of the United States of America.

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Domestic Subsidiary means a Subsidiary that is not a Foreign Subsidiary.

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Dormant Subsidiary means a Company that (a) is not a Credit Party or the direct or indirect equity holder of a Credit Party, (b) has aggregate assets of less than $1,500,000, and (c) has no direct or indirect Subsidiaries with aggregate assets, for such Company and all such Subsidiaries, of more than $1,500,000.

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Electronic Chattel Paper means electronic chattel paper, as that term is defined in the U.C.C.

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Eligible Transferee means (a) any Lender, any Affiliate of any Lender and any Approved Fund, and (b) any commercial bank, insurance company, investment or mutual fund or other Person (other than a natural Person) that extends credit or buys loans of the type made hereunder in the ordinary course of its business; provided that none of the Company, any Affiliate of Company, or any Person acting at the direction of, or in concert with, any such Person, shall be an Eligible Transferee.

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Engagement Letter means that certain Engagement Letter between the Borrower and the Arrangers, dated as of July 14, 2014.

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Environmental Laws means all provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines, policies, procedures, orders-in-council, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by a Governmental Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning environmental health or safety and protection of, or regulation of the discharge of substances into, the environment.

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Environmental Permits means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

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Equalization Event means the earlier of (a) the occurrence of an Event of Default under Section 8.11(b) hereof, or (b) the acceleration of the maturity of the Obligations after the occurrence of an Event of Default.

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Equalization Maximum Amount means that term as defined in Section 9.5(b)(i) hereof.

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Equalization Percentage means that term as defined in Section 9.5(b)(ii) hereof.

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Equipment means (i)�equipment, as that term is defined in the U.C.C. and (ii) whether or not included under clause (i), all machinery, equipment, furnishings, movable trade fixtures and vehicles (along with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto).

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ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

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ERISA Event means (a) the existence of a condition or event with respect to a Pension Plan that presents a risk of the imposition of any liability on a Company under Title IV of ERISA (other than for PBGC premiums due but not delinquent) or of the imposition of a Lien under Code Section 430 or ERISA Section 303 or 4068 on the assets of a Company; (b) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302; (c) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (d) the withdrawal by a Controlled Group member from a Multiemployer Plan in a complete withdrawal or a partial withdrawal (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (e) the involvement of a Multiemployer Plan in any reorganization under ERISA Section 4241; (f) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified; or (g) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the filing by a Controlled Group member of a notice of intent to terminate a Pension Plan (or treatment of a plan amendment as termination).

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ERISA Plan means an employee benefit plan (within the meaning of ERISA Section 3(3)), other than a Multiemployer Plan, that a Company sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

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Eurocurrency Liabilities shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

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Eurodollar means a Dollar denominated deposit in a bank or branch outside of the United States.

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Eurodollar Loan means a Revolving Loan described in Section 2.2(a) hereof, or a portion of the Term Loan described in Section 2.3 hereof, that shall be denominated in Dollars and on which the Borrower shall pay interest at the Derived Eurodollar Rate.

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Eurodollar Rate means, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/16th of 1%) by dividing (a) the rate of interest, determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, by reference to the Intercontinental Exchange Benchmark Administration Ltd. (or such other Person that takes over the administration of such rate) LIBOR Rate for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the Intercontinental Exchange Benchmark Administration Ltd. (or such other Person that takes over the administration of such rate) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the Eurodollar Rate shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period; by (b) 1.00 minus the Reserve Percentage; provided, however, in no event shall the Eurodollar Rate for any Interest Period be less than 1.00% per annum.

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Event of Default means an event or condition that shall constitute an event of default as defined in Article VIII hereof.

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Excess Cash Flow means, for any period, as determined on a Consolidated basis, an amount equal to (a) the sum, without duplication, of (i) Consolidated EBITDA, plus (ii) the decrease, if any, in Consolidated Working Capital as of the end of such fiscal year of the Borrower over Consolidated Working Capital as of the end of the prior fiscal year of the Borrower, plus (iii) the cash component, if any, of any extraordinary gains during such period; minus (b) the sum, without duplication, of (i) the aggregate amount of the scheduled or mandatory principal payments made with respect to Consolidated Funded Indebtedness for such period, (ii) Consolidated Interest Expenses paid in cash, (iii) Consolidated Income Tax Expense paid in cash, (iv) Consolidated Unfunded Capital Expenditures, (v) the increase, if any, in Consolidated Working Capital as of the end of such fiscal year of the Borrower over Consolidated Working Capital as of the end of the prior fiscal year of the Borrower, (vi) all cash charges added back to Consolidated EBITDA pursuant to the definition thereof, (vii) costs, fees and expenses incurred in connection with an Acquisition permitted by Section 5.13 hereof, to the extent the same are actually paid in cash by the Credit Parties in such period, (viii) the cash component, if any, of any extraordinary losses during such period, (ix) the purchase price (including adjustments thereto) of Acquisitions permitted pursuant to Section 5.13 hereof, to the extent actually paid in cash during such period from sources other than the proceeds of capital stock or other equity interests issued by the Credit Parties or the proceeds of any Consolidated Funded Indebtedness, (x) the amount of cash actually paid by the Credit Parties for (A) joint venture equity Investments that are Permitted Investments, or (B) Investments permitted pursuant to Section 5.11(xiii) hereof, and (xi) the amount of cash payments actually made by the Borrower in such period in connection with redemptions permitted pursuant to Section 5.15(b) hereof.

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Exchange Act means the Securities Exchange Act of 1934, as amended.

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Excluded Deposit Account means a Deposit Account that is a trust or special account on the records of the financial institution where such Deposit Account is located that is exclusively comprised of funds for (a) payroll (and related payroll taxes), (b) 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation, (c) health care benefits, and (d) escrow arrangements (e.g., environmental indemnity accounts).

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Excluded Swap Obligations means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Partys failure to constitute an eligible contract participant as defined in the Commodity Exchange Act, at the time such guarantee or grant of security interest of such Credit Party becomes, or would become, effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is, or becomes, illegal.

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Excluded Taxes means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Recipients failure to comply with Section 3.2(c) or (d) or Section 11.10(f) and (c) any U.S. federal withholding Taxes imposed under FATCA.

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Existing Letter of Credit means that term as defined in Section 2.2(b)(vii) hereof.

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Existing Credit Agreement shall mean that Amended and Restated Credit and Security Agreement dated as of April 9, 2013, among the Borrower, the lenders party thereto and Keybank National Association, as administrative agent, as amended, supplemented or otherwise modified prior to the date hereof.

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FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

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Federal Securities Laws has the meaning assigned thereto in Section 9.6.

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FLSA means that term as defined in Section 5.2 hereof.

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Federal Funds Effective Rate means, for any day, the rate per annum (rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the Federal Funds Effective Rate as of the Closing Date.

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Financial Officer means any of the following officers: chief executive officer, president, chief financial officer or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of the Borrower.

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Foreign Subsidiary means a Subsidiary that is organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia.

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Fronting Lender means KeyBank.

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GAAP means generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of the Borrower.

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General Intangibles means (a) general intangibles, as that term is defined in the U.C.C.; and (b) choses in action, causes of action, intellectual property, customer lists, corporate or other business records, inventions, designs, patents, patent applications, service marks, registrations, trade names, trademarks, copyrights, licenses, goodwill, computer software, rights to indemnification and tax refunds.

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Governmental Authority means any nation or government, any state, province or territory or other political subdivision thereof, any governmental agency, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization exercising such functions.

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Guarantee of or by any Person (the guarantor) shall mean the undertaking of any obligation, contingent or otherwise, of such guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of such guarantor, direct or indirect, (a)�to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b)�to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c)�to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

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Guarantor of Payment means each of the Companies designated a Guarantor of Payment on Schedule 2 hereto, each of which is executing and delivering a Guaranty of Payment on the Closing Date, and any other Domestic Subsidiary (i)�that is a Material Domestic Subsidiary, (ii) to the extent required under Section 5.23 or (iii)�as the Borrower shall elect, in each case that shall execute and deliver a Guaranty of Payment to the Administrative Agent, or become a party by joinder to the Guaranty of Payment that was executed on the Closing Date, subsequent to the Closing Date.

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Guaranty of Payment means each Guaranty of Payment executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

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Guaranty of Payment Joinder means each Guaranty of Payment Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Guaranty of Payment.

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Hedge Agreement means any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates entered into by a Company.

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Indebtedness means, for any Company, without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (c) all obligations under conditional sales or other title retention agreements, (d) solely for purposes of Section 5.8, all obligations (contingent or otherwise) under any letter of credit or bankers acceptance, (e) all net obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all Synthetic Leases, (g) all Capitalized Lease Obligations, (h) all obligations of such Company with respect to asset securitization financing programs, (i) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, (j) all indebtedness of the types referred to in subparts (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Company is a general partner or joint venturer, unless such indebtedness is expressly made non-recourse to such Company, (k) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements, and (l) any Guarantee of any obligation described in subparts (a) through (k) above.

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Indemnified Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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Insolvent Lender means a Lender, as reasonably determined by the Administrative Agent, that (a) has become or is not Solvent or is the subsidiary of a Person that has become or is not Solvent; or (b) has become the subject of a proceeding under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or is a subsidiary of a Person that has become the subject of a proceeding under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be an Insolvent Lender solely by virtue of the ownership or acquisition or control of an equity interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any Insolvent Lender shall cease to be an Insolvent Lender when the Administrative Agent determines, in its reasonable discretion, that such Insolvent Lender is no longer an Insolvent Lender based upon the characteristics set forth in this definition.

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Intellectual Property Security Agreement means each Intellectual Property Security Agreement, executed and delivered on or after the Closing Date by the Borrower or a Guarantor of Payment, wherein the Borrower or such Guarantor of Payment, as the case may be, has granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all intellectual property owned by the Borrower or such Guarantor of Payment, as the same may from time to time be amended, restated or otherwise modified.

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Interest Adjustment Date means the last day of each Interest Period.

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Interest Coverage Ratio means, as of any date and as determined on a Consolidated basis, the ratio of (a) Consolidated EBITDA for the most recently completed four Quarterly Reporting Periods to (b) Consolidated Interest Expense for such period.

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Interest Period means, with respect to a Eurodollar Loan, the period commencing on the date such Eurodollar Loan is made and ending on the last day of such period, as selected by the Borrower pursuant to the provisions hereof, and, thereafter (unless such Eurodollar Loan is converted to a Base Rate Loan), each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period, as selected by the Borrower pursuant to the provisions hereof. The duration of each Interest Period for a Eurodollar Loan shall be one month, two months, three months or six months, in each case as the Borrower may select upon notice, as set forth in Section 2.6 hereof; provided that, if the Borrower shall fail to so select the duration of any Interest Period at least three Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, the Borrower shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period.

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Inventory means inventory, as that term is defined in the U.C.C.

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Investment Property means investment property, as that term is defined in the U.C.C.; provided that (i)�if the Uniform Commercial Code as in effect in another jurisdiction would govern the perfection and priority of a security interest in investment property, investment property shall be defined in accordance with the law of that jurisdiction as in effect from time to time with respect to provisions herein to the extent relating to perfection or priority and (ii)�notwithstanding anything to the contrary contained herein, Investment Property shall not include any Excluded Collateral.

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ITU Application means a trademark application filed with the United States Patent and Trademark Office in Washington D.C. pursuant to 15 U.S.C. � 1051(b).

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JCSMM-NJ means JCS Monmouth Mall NJ, LLC, a Delaware limited liability company.

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JCSMM-NJ LLC Agreement means that certain Limited Liability Agreement of JCSMM-NJ, as in effect on the date hereof.

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KeyBank means KeyBank National Association, and its successors and assigns.

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Landlords Waiver means a landlords waiver or mortgagees waiver, each in form and substance reasonably satisfactory to the Administrative Agent, delivered by the Borrower or a Guarantor of Payment in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

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Lender means that term as defined in the first paragraph of this Agreement and, as the context requires, shall include the Fronting Lender.

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Lender Credit Exposure means, for any Lender, at any time, the aggregate of such Lenders respective pro rata shares of the Revolving Credit Exposure and the Term Loan Exposure.

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Letter of Credit means a standby letter of credit that shall be issued by the Fronting Lender for the account of the Borrower or a Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) 365 days after its date of issuance (provided that such Letter of Credit may provide for the renewal thereof for additional one year periods but not beyond the date referred to in clause (b) below), or (b)�30 days prior to February 13, 2019.

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Letter of Credit Commitment means the commitment of the Fronting Lender, on behalf of the Revolving Lenders, to issue Letters of Credit in an aggregate face amount of up to $15,000,000.

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Letter of Credit Exposure means, at any time, the sum of (a) the aggregate undrawn amount of all issued and outstanding Letters of Credit, and (b) the aggregate of the draws made on Letters of Credit that have not been reimbursed by the Borrower or converted to a Revolving Loan pursuant to Section 2.2(b)(v) hereof.

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Letter of Credit Fee means, with respect to any Letter of Credit, for any day, an amount equal to (a) the undrawn amount of such Letter of Credit, multiplied by (b) the Applicable Margin for Revolving Loans that are Eurodollar Loans in effect on such day divided by 360.

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Leverage Ratio means, as determined on a Consolidated basis, the ratio of (a) the sum of Consolidated Funded Indebtedness (as of the end of the most recently completed Quarterly Reporting Period), to (b) Consolidated EBITDA (for the most recently completed four Quarterly Reporting Periods).

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Lien means any mortgage, deed of trust, security interest, lien (statutory or other), charge, assignment, hypothecation, encumbrance on, pledge or deposit of, or conditional sale, lease (other than Operating Leases), sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset.

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Loan means a Revolving Loan or a Term Loan.

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Loan Documents means, collectively, this Agreement, each Note, each Guaranty of Payment, each Guaranty of Payment Joinder, all documentation relating to each Letter of Credit, each Security Document and the Administrative Agent Fee Letter, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto.

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Loan Modification Agreement shall mean a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the Accepting Lenders party thereto.

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Loan Modification Offer means that term as defined in Section 2.13 hereof.

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Mac means Mac Parent LLC, a Delaware limited liability company.

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Mac Acquisition means the Acquisition by the Borrower of Mac pursuant to the Mac Acquisition Documents.

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Mac Acquisition Documents means the Mac Purchase Agreement and each material document executed and delivered in connection therewith.

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Mac Purchase Agreement means that certain Purchase Agreement, dated as of February 6, 2013 among Borrower, Mac, Restaurant Holdings LLC Series A and the additional Sellers party thereto.

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Management Fees means management, consulting or other similar fees paid by any Company to an equity holder (other than a Company) of a Company or of an Affiliate.

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Mandatory Prepayment means that term as defined in Section 2.12(c) hereof.

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Material Adverse Effect means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), operations, or financial condition of the Companies taken as a whole, (b) the rights and remedies of the Administrative Agent or the Lenders under any Loan Document, (c) the ability of any Credit Party to perform its obligations under any Loan Document to which it is a party, or (d) the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

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Material Domestic Subsidiary means a Domestic Subsidiary which meets any of the following conditions:

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(a)�the investments in and advances to such Domestic Subsidiary by other Companies exceeds 2.5% of the total assets of the Borrower (as determined on a Consolidated basis) as of the end of the most recently completed fiscal year of the Borrower;

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(b)�the Companies share of such Domestic Subsidiarys total assets exceeds 2.5% of the total assets of the Borrower (as determined on a Consolidated Basis) as of the end of the most recently completed fiscal year of the Borrower; or

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(c)�the Companies equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of such Domestic Subsidiary, exclusive of amounts attributable to any non-controlling interests, adjusted for a pro-forma G&A expense (proportionate to consolidated G&A expense as a percentage of revenues) and other adjustments as may be reasonably acceptable to the Administrative Agent, exceeds 5% of such income of the Borrower and its Subsidiaries Consolidated for the most recently completed fiscal year of the Borrower;

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provided that, with respect to Domestic Subsidiaries that are not classified as Material Domestic Subsidiaries, if (i) the aggregate investments in and advances to all such Domestic Subsidiaries by other Companies exceeds 5% of the total assets of the Borrower (as determined on a Consolidated basis), (ii) the aggregate share of the total assets of all such Domestic Subsidiaries exceeds 5% of the total assets of the Borrower (as determined on a Consolidated Basis) as of the end of the most recently completed fiscal year of the Borrower, or (iii) the Companies equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Domestic Subsidiaries, exclusive of amounts attributable to any non-controlling interests, adjusted for a pro-forma G&A expense (proportionate to consolidated G&A expense as a percentage of revenues) and other adjustments as may be reasonably acceptable to the Administrative Agent, exceeds 10% of such income of the Borrower (as determined on a Consolidated basis) for the most recently completed fiscal year of the Borrower; then, in each case, the Borrower shall promptly designate one or more of such Domestic Subsidiaries as Material Domestic Subsidiaries and cause each such Domestic Subsidiary to become a Guarantor of Payment pursuant to Section 5.21 hereof.

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Material Indebtedness means Indebtedness incurred in connection with a Material Indebtedness Agreement.

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Material Indebtedness Agreement means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of any Company or the Companies equal to or in excess of the amount of $5,000,000.

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Material Recovery Determination Notice means that term as defined in Section 2.12(c)(iii) hereof.

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Material Recovery Event means (a) any casualty loss in respect of assets of a Company covered by casualty insurance, and (b) any compulsory transfer or taking under threat of compulsory transfer of any asset of a Company by any Governmental Authority; provided that, in the case of either subpart (a) or (b), the proceeds received by the Companies from such loss, transfer or taking exceeds $500,000.

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Maximum Amount means, for each Revolving Lender, the amount set forth under such Revolving Lenders name in the row titled Maximum Amount as set forth on Schedule 1 hereto, subject to decreases pursuant to Section 2.10(a) hereof, increases pursuant to Section 2.10(b) hereof and assignments of interests pursuant to Section 11.10 hereof.

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Maximum Rate means that term as defined in Section 2.4(e) hereof.

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Moodys means Moodys Investors Service, Inc., and any successor to such company.

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Multiemployer Plan means a multiemployer plan as defined in ERISA Section�4001(a)(3) and in respect of which a Company or a Controlled Group member is (or, if such plan was terminated, would under ERISA Section 4069 be deemed to be) an employer as defined in ERISA Section�3(5).

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Net Issuance Proceeds means, in respect of any issuance of equity (excluding any secondary equity offering), cash proceeds received by any Company (including cash proceeds as and when received in respect of non-cash proceeds received or receivables in connection with such issuance), net of underwriting discounts and reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person that is not an Affiliate of the Borrower.

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Non-Consenting Lender means that term as defined in Section 11.3(c) hereof.

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Non-U.S. Lender means that term as defined in Section 3.2(c) hereof.

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Note means a Revolving Credit Note or a Term Note, or any other promissory note delivered pursuant to this Agreement.

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Notice of Loan means a Notice of Loan in the form of the attached Exhibit D.

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Obligations means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by the Borrower to the Administrative Agent, the Fronting Lender, or any Lender pursuant to this Agreement or any other Loan Document, and includes the principal of and interest on all Loans, and all obligations of the Borrower or any other Credit Party pursuant to Letters of Credit; (b) each extension, renewal, consolidation or refinancing of any of the foregoing, in whole or in part; (c) the commitment and other fees, and any prepayment fees, payable pursuant to this Agreement or any other Loan Document; (d) all fees and charges in connection with the Letters of Credit; (e) every other liability, now or hereafter owing to the Administrative Agent or any Lender by any Company pursuant to this Agreement or any other Loan Document; and (f) all Related Expenses.

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OID means that term as defined in Section 2.10(c) hereof

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Operating Leases means all real or personal property leases under which any Company is bound or obligated as a lessee or sublessee and which, under GAAP, are not required to be capitalized on a balance sheet of such Company; provided that Operating Leases shall not include any such lease (a) under which any Company is also bound as the lessor or sublessor, or (b) arising incidental to or as part of any Sale/Leaseback Transaction permitted pursuant to this Agreement.

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Organizational Documents means, with respect to any Person (other than an individual), such Persons Articles (Certificate) of Incorporation, operating agreement or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

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Other Connection Taxes means, with respect to any Recipient, Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each such case imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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Other Taxes means any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes, goods and services taxes, harmonized sales taxes and other sales taxes, use taxes, value added taxes, transfer taxes, charges or similar taxes or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6 hereof).

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Overall Commitment Percentage means, for any Lender, the percentage determined by dividing (a) the sum, based upon such Lenders Applicable Commitment Percentages, of (i) the principal outstanding on the Term Loan, (ii) the aggregate principal amount of Revolving Loans outstanding, and (iii) the Letter of Credit Exposure; by (b) the sum of (A) the aggregate principal amount of all Loans outstanding, plus (B) the Letter of Credit Exposure.

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Participant means that term as defined in Section 11.11 hereof.

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Participant Register means that term as defined in Section 11.11 hereof.

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Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

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PBGC means the Pension Benefit Guaranty Corporation, and its successor.

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Pension Plan means a pension plan (within the meaning of ERISA Section 3(2)) subject to the provisions of Title IV of ERISA, Code Section�412 or ERISA Section�303, other than a Multiemployer Plan, and in respect of which a Company or a Controlled Group member is (or, if such plan was terminated, would under ERISA Section�4069 be deemed to be) an employer as defined in ERISA Section�3(5).

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Permitted Investment means an investment of a Company made on or after the Closing Date in the stock (or other debt or equity instruments) of a Person (other than a Company), so long as (a) the Company making the investment is a Credit Party; and (b) the aggregate amount of all such investments of all Companies made on or after the Closing Date does not exceed (i) during any fiscal year of the Borrower, an aggregate amount (as determined when each such investment is made) of $10,000,000, and (ii) during the term of this Agreement, an aggregate amount (as determined when each such investment is made) of $30,000,000.

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Person means any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, unlimited liability company, institution, trust, estate, Governmental Authority or any other entity.

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Pledge Agreement means each of the Pledge Agreements, relating to the Pledged Securities, executed and delivered by the Borrower or a Guarantor of Payment, as applicable, in favor of the Administrative Agent, for the benefit of the Secured Parties, dated as of the Closing Date, and any other Pledge Agreement executed by any other Subsidiary on or after the Closing Date, as any of the foregoing may from time to time be amended, restated or otherwise modified.

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Pledged Collateral has the meaning assigned thereto in Section 9.6.

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Pledged Notes means the promissory notes payable to the Borrower, as described on Schedule 7.4 hereto, and any additional or future promissory notes that may hereafter from time to time be payable to the Borrower.

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Pledged Securities means all of the shares of capital stock or other equity interest of a Subsidiary of a Credit Party, whether now owned or hereafter acquired or created, and all proceeds thereof; provided that Pledged Securities shall exclude (a) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (b) shares of voting capital stock or other voting equity interests in any first-tier Foreign Subsidiary in excess of 65% of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier Foreign Subsidiary and (c)�property expressly excluded from the definition of Collateral pursuant to clause (C) of the proviso thereof. (Schedule 3 hereto lists, as of the Closing Date, all of the Pledged Securities.)

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Prime Rate means the interest rate established from time to time by the Administrative Agent as the Administrative Agents prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by the Administrative Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

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Proceeds means (a) proceeds, as that term is defined in the U.C.C., and any other proceeds, and (b) whatever is received upon the sale, exchange, collection or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks and Deposit Accounts. Proceeds include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the right of the Administrative Agent and the Lenders to Proceeds specifically set forth herein, or indicated in any financing statement, shall never constitute an express or implied authorization on the part of the Administrative Agent or any Lender to a Companys sale, exchange, collection or other disposition of any or all of the collateral securing the Obligations.

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Pro Forma Consolidated EBITDA means, with respect to any target of an Acquisition or disposition, Consolidated EBITDA for such target for the most recently completed four consecutive Quarterly Reporting Periods (or other appropriate annual period determined by the Administrative Agent and Borrower) preceding the acquisition or disposition thereof, calculated on the same basis as set forth for Consolidated EBITDA, and adjusted as determined by the Borrower in good faith and on a factually supportable basis to reflect operating expense reductions and other operating improvements or cost synergies reasonably expected to result from such Acquisition or disposition, calculated on a basis consistent with GAAP; provided that, with respect to Acquisitions, the aggregate amount of all such adjustments for all Companies with respect to Acquisitions shall be deemed to be (a)�$2,047,884 for the four consecutive Quarterly Reporting Periods ending June 30, 2014 and (b)�$652,125 for the four consecutive Quarterly Reporting Periods ending September 29, 2014. With respect to any Acquisition consummated during such period, Pro Forma Consolidated EBITDA allocated to each month prior to the acquisition thereof included in the trailing four consecutive Quarterly Reporting Periods for which Consolidated EBITDA is being calculated shall be added to Consolidated EBITDA, and with respect to any disposition consummated within the period in question, Consolidated EBITDA attributable to the Subsidiary, profit centers, or other asset which is the subject of such disposition, from the beginning of such period until the date of consummation of such disposition, shall be subtracted from Consolidated EBITDA.

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Pro Forma Consolidated Rent Expense means, with respect to any target of an Acquisition or disposition, Consolidated Rent Expense for such target for the most recently completed four consecutive Quarterly Reporting Periods (or other appropriate annual period determined by the Administrative Agent and Borrower) preceding the acquisition or disposition thereof. With respect to any Acquisition consummated during such period, Pro Forma Consolidated Rent Expense allocated to each month prior to the acquisition thereof included in the trailing four consecutive Quarterly Reporting Periods for which Consolidated Rent Expense is being calculated shall be added to Consolidated Rent Expense, and with respect to any disposition consummated within the period in question, Consolidated Rent Expense attributable to the Subsidiary, profit centers, or other asset which is the subject of such disposition, from the beginning of such period until the date of consummation of such disposition, shall be subtracted from Consolidated Rent Expense.

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Quarterly Reporting Period means the period established by Borrower as a fiscal quarter of Borrower, as more specifically set forth on Schedule 5.3 hereto, as such Schedule 5.3 shall from time to time be replaced pursuant to Section 5.3(g) hereof.

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Recipient means the Administrative Agent and any Lender.

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Refinancing means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, redemption, repurchase, defeasance, exchange and/or extension (collectively to Refinance or a Refinancing or Refinanced) of any Indebtedness of such Person.

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Refinancing Amendment shall mean an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt provided for thereby, and establishing and otherwise providing for the incurrence of such Specified Refinancing Debt in accordance with Section�2.14.

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Register means that term as described in Section 11.10(i) hereof.

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Regularly Scheduled Payment Date means each March 31, June 30, September 30 and December 31 after the Closing Date and prior to the Term Loan Maturity Date.

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Related Expenses means any and all costs, liabilities and expenses (including, without limitation, losses, damages, penalties, claims, actions, attorneys fees, legal expenses, judgments, suits and disbursements) (a) incurred by the Administrative Agent, or imposed upon or asserted against the Administrative Agent or any Lender, in any attempt by the Administrative Agent and the Lenders to (i) obtain, preserve, perfect or enforce any Loan Document or any security interest evidenced by any Loan Document; (ii) obtain payment, performance or observance of any and all of the Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess or dispose of any of the collateral securing the Obligations or any part thereof, including, without limitation, costs and expenses for appraisals, assessments and audits of any Company or any such collateral; or (b) incidental or related to subpart (a) above, including, without limitation, interest thereupon from the date incurred, imposed or asserted until paid at the Default Rate.

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Related Writing means each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by any Credit Party, or any of its officers, to the Administrative Agent or the Lenders pursuant to or otherwise in connection with this Agreement.

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Reportable Event means a reportable event as that term is defined in Title IV of ERISA (except actions of general applicability by the Secretary of Labor under ERISA Section 110) as to which the PBGC has not waived the requirement that it be notified of such event.

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Repricing Event means any amendment, waiver or other modification to this Agreement which would have the effect of reducing the effective interest rate margin for, or the weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practices) of, the Term Loan.

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Required Lenders means the holders, based upon each Lenders Applicable Commitment Percentages, of more than 50% of an amount (the Total Amount) equal to the sum of:

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(a)�(i) during the Commitment Period, the Revolving Amount, or (ii) after the Commitment Period, the Revolving Credit Exposure; and

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(b)�the principal outstanding on the Term Loan;

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provided that (i) the portion of the Total Amount held or deemed to be held by any Defaulting Lender or Insolvent Lender shall be excluded for purposes of making a determination of Required Lenders and (ii) at any time that a single Lender (or a group of Lenders that are Affiliates) would otherwise constitute Required Lenders, then one additional Lender that is not an Affiliate of such single Lender (or such group of Lenders) shall be required to constitute Required Lenders hereunder.

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Requirement of Law means, as to any Person, any law, treaty, rule or regulation or determination or policy statement or interpretation of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property.

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Reserve Percentage means, for any day, that percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) in respect of Eurocurrency Liabilities (as defined in Regulation�D of the Board of Governors of the Federal Reserve System of the United States of America). The Eurodollar Rate and Base Rate (if applicable) shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

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Restaurant Level Profits means, with respect to any Person or business, total revenues of such Person or business less unit-level cash expenses of such Person or business.

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Restricted Payment means, with respect to any Company, (a) any Capital Distribution, (b) any amount paid by such Company in repayment, redemption, retirement or repurchase, directly or indirectly, of any principal amount of Subordinated Indebtedness, or (c) any amount paid by such Company in respect of Management Fees or other similar arrangement with any equity holder (other than a Company) of a Company or any of its Affiliates.

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Revolving Amount means the Closing Revolving Amount, as such amount may be increased pursuant to Section 2.10(b) hereof, or decreased pursuant to Section 2.10(a) hereof.

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Revolving Credit Availability means, at any time, the amount equal to the Revolving Credit Commitment minus the Revolving Credit Exposure.

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Revolving Credit Commitment means the obligation hereunder, during the Commitment Period, of (a) each Revolving Lender to make Revolving Loans and (b) the Fronting Lender to issue (and, without increasing the aggregate Revolving Credit Commitment, each Revolving Lender to participate in) Letters of Credit pursuant to the Letter of Credit Commitment; up to an aggregate principal amount outstanding at any time equal to the Revolving Amount.

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Revolving Credit Exposure means, at any time, the sum of (a) the aggregate principal amount of all Revolving Loans outstanding and (b) the Letter of Credit Exposure.

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Revolving Credit Note means a Revolving Credit Note, in the form of the attached Exhibit A, executed and delivered pursuant to Section 2.5(a) hereof.

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Revolving Lender means a Lender with a Revolving Credit Commitment or outstanding Revolving Credit Exposure.

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Revolving Loan means a loan made to the Borrower by the Revolving Lenders in accordance with Section 2.2(a) hereof.

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Sale/Leaseback Transaction means any transaction involving the sale of fixed assets owned by any Company that is in the possession of any customer or held for rental to customers and the re-leasing of such fixed assets to any Company (including the obtaining of financing for such sales) entered into in the ordinary course of business, consistent with past practices.

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SEC means the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions.

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Secured Parties means Lenders and affiliates of Lenders to whom (a) Bank Product Obligations are owed by any Company under any Bank Product Agreements and/or (b)�any obligations or liabilities of any Company are owed under Hedge Agreements.

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Secured Obligations means, collectively, (a) the Obligations, (b) all obligations and liabilities of the Companies owing to the Administrative Agent or a Lender (or an entity that is an affiliate of the Administrative Agent or an existing Lender) under Hedge Agreements (notwithstanding that such party may cease to be the Administrative Agent, a Lender or an affiliate of any of the foregoing, after entering into such Hedge Agreement), and (c) the Bank Product Obligations owing to a Lender (or an entity that is an affiliate of a then existing Lender) under Bank Product Agreements; provided that Secured Obligations of a Credit Party shall not include Excluded Swap Obligations owing from such Credit Party.

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Securities Account means a securities account, as that term is defined in the U.C.C.

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Securities Account Control Agreement means each Securities Account Control Agreement among the Borrower or a Guarantor of Payment, the Administrative Agent and a Securities Intermediary, dated on or after the Closing Date, to be in form and substance reasonably satisfactory to the Administrative Agent, as the same may from time to time be amended, restated or otherwise modified.

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Securities Intermediary means a clearing corporation or a Person, including, without limitation, a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

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Security Agreement means each Security Agreement, executed and delivered by a Guarantor of Payment in favor of the Administrative Agent, for the benefit of the Secured Parties, dated as of the Closing Date, and any other Security Agreement executed after the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

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Security Agreement Joinder means each Security Agreement Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Security Agreement.

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Security Documents means each Security Agreement, each Security Agreement Joinder, each Pledge Agreement, each Intellectual Property Security Agreement, each Landlords Waiver, each Control Agreement, each U.C.C. Financing Statement or similar filing as to a jurisdiction located outside of the United States of America filed in connection herewith or perfecting any interest created in any of the foregoing documents, and any other document pursuant to which any Lien is granted by a Company or any other Person to the Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, or any part thereof, and each other agreement executed or provided to the Administrative Agent in connection with any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

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Solvent means, with respect to any Person, that (a) the fair value of such Persons assets is in excess of the total amount of such Persons debts, as determined in accordance with the Bankruptcy Code, (b) the present fair saleable value of such Persons assets is in excess of the amount that will be required to pay such Persons debts as such debts become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as such liabilities mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small amount of capital. As used in this definition, the term debts includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent, as determined in accordance with the Bankruptcy Code.

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Specific Commitment means the Revolving Credit Commitment or the Term Loan Commitment.

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Specified Refinancing Debt means that term as defined in Section 2.14 hereof.

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Specified Refinancing Revolving Commitments means that term as defined in Section 2.14 hereof.

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Sponsor means J.H. Whitney & Co. and its Controlled Investment Affiliates.

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Standard & Poors means Standard & Poors Ratings Group, a division of McGraw-Hill, Inc., and any successor to such company.

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Subordinated Indebtedness means Indebtedness that (a) shall have been subordinated (by written terms or written agreement reasonably satisfactory to the Required Lenders) in favor of the prior payment in full of the Obligations or (b) is secured by a Lien ranking junior in priority (by written terms or written agreement) to any Lien securing the Credit Facilities.

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Subsidiary means (a) a corporation more than 50% of the Voting Power of which is owned, directly or indirectly, by the Borrower or by one or more other subsidiaries of the Borrower or by the Borrower and one or more subsidiaries of the Borrower, (b) a partnership, limited liability company or unlimited liability company of which the Borrower, one or more other subsidiaries of the Borrower or the Borrower and one or more subsidiaries of the Borrower, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than 50% of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which the Borrower, one or more other subsidiaries of the Borrower or the Borrower and one or more subsidiaries of the Borrower, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person.

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Swap Obligations means, with respect to any Company, any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of section 1a(47) of the Commodity Exchange Act.

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Synthetic Lease shall mean, as to any person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor.

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Synthetic Lease Obligations shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations.

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Taxes means any and all present or future taxes of any kind, including, but not limited to, levies, imposts, duties, surtaxes, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with any interest, penalties, fines, additions to taxes or similar liabilities with respect thereto).

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Term Lender means a Lender with a Term Loan Commitment or Term Loan Exposure.

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Term Loan means the loan made to the Borrower by the Term Lenders in accordance with Section 2.3 hereof.

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Term Loan Commitment means the obligation hereunder of the Term Lenders to make the Term Loan in the original principal amount of $165,000,000, with each Term Lenders obligation to fund a portion thereof being in the amount set forth under such Term Lenders name in the row titled Term Loan Commitment Amount as set forth on Schedule 1 hereto, subject to assignments of interests pursuant to Section 11.10 hereof.

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Term Loan Exposure means, at any time, the outstanding principal amount of the Term Loan.

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Term Loan Increase means that term as defined in Section 2.10(b)(i) hereof.

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Term Loan Maturity Date means February 13, 2019.

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Term Note means a Term Note, in the form of the attached Exhibit C executed and delivered pursuant to Section 2.5(c) hereof.

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Total Commitment Amount means the principal amount of $195,000,000, as such amount may be increased pursuant to Section 2.10(b) hereof, or decreased pursuant to Section 2.10(a) hereof.

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Transactions shall mean, collectively, (a) the Closing Date Refinancing, (b) the execution, delivery and performance by the Credit Parties of the Loan Documents to which they are a party and the making of the Loans hereunder and (c) the payment of related fees and expenses.

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Treasury Rate means, as of any date of a prepayment or assignment of all or any portion of the Term Loan, the yield to maturity as of such date (as determined by the Administrative Agent) of United States Treasury securities with a constant maturity of a period most nearly equal to the period from the date of such prepayment or assignment to the Term Loan Maturity Date (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least three Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)).

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U.C.C. means the Uniform Commercial Code, as in effect from time to time in the State of New York.

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U.C.C. Financing Statement means a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time, in the relevant state or states.

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Voting Power means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

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Yield means that term as defined in Section 2.10(c) hereof.

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Yield Differential means that term as defined in Section 2.10(c) hereof.

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Section 1.2. Accounting Terms.

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(a) Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP.

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(b) If any change in the rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board (or any successor thereto or agency with similar function) with respect to GAAP, or if the Borrower adopts the International Financial Reporting Standards, and such change or adoption results in a change in the calculation of any component (or components in the aggregate) of the financial covenants set forth in Section 5.7 hereof or the related financial definitions, at the option of the Administrative Agent, the Required Lenders or the Borrower, the parties hereto will enter into good faith negotiations to amend such financial covenants and financial definitions in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the financial condition of the Borrower shall be the same in commercial effect after, as well as before, such change or adoption is made (in which case the method and calculating such financial covenants and definitions hereunder shall be determined in the manner so agreed); provided that, until so amended, such calculations shall continue to be computed in accordance with GAAP as in effect prior to such change or adoption.

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Section 1.3. Terms Generally. The foregoing definitions shall be applicable to the singular and plural forms of the foregoing defined terms. Unless otherwise defined in this Article I, terms that are defined in the U.C.C. are used herein as so defined.

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Section 1.4. Confirmation of Recitals. The Borrower, the Administrative Agent and the Lenders hereby confirm the statements set forth in the recitals of this Agreement.

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ARTICLE II. AMOUNT AND TERMS OF CREDIT

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Section 2.1. Amount and Nature of Credit.

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(a) [Reserved]

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(b) Subject to the terms and conditions of this Agreement, each Revolving Lender, for itself and not for any other, severally agrees to make Revolving Loans to the Borrower at the request of the Borrower and participate in Letters of Credit, in each case during the Commitment Period, on such basis that, immediately after the completion of any borrowing by the Borrower or the issuance of a Letter of Credit:

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(i) the aggregate outstanding principal amount of Revolving Loans made by such Lender, when combined with such Lenders pro rata share (determined by reference to its Revolving Credit Commitment) of the Letter of Credit Exposure, shall not be in excess of the Maximum Amount for such Revolving Lender; and

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(ii) the aggregate outstanding principal amount of Revolving Loans made by such Revolving Lender represent that percentage of the aggregate principal amount then outstanding on all Revolving Loans that shall be such Lenders Applicable Commitment Percentage with respect to the Revolving Credit Commitment.

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Each borrowing of Revolving Loans shall be made by the Revolving Lenders pro rata according to the respective Applicable Commitment Percentages of the Revolving Lenders with respect to the Revolving Credit Commitment.

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(c) The Loans may be made as Revolving Loans as described in Section 2.2(a) hereof and as the Term Loan as described in Section 2.3 hereof, and Letters of Credit may be issued in accordance with Section 2.2(b) hereof.

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Section 2.2. Revolving Credit Commitment.

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(a) Revolving Loans. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Revolving Lenders shall make a Revolving Loan or Revolving Loans to the Borrower in such amount or amounts as the Borrower, through an Authorized Officer, may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Revolving Credit Commitment, when such Revolving Loans are combined with the aggregate outstanding Letter of Credit Exposure. The Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans by means of any combination of Base Rate Loans or Eurodollar Loans. Subject to the provisions of this Agreement, the Borrower shall be entitled under this Section 2.2(a) to borrow Revolving Loans, repay the same in whole or in part and re-borrow Revolving Loans hereunder at any time and from time to time during the Commitment Period. The aggregate outstanding amount of all Revolving Loans shall be payable in full on the last day of the Commitment Period.

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(b) Letters of Credit.

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(i) Generally. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Fronting Lender shall, in its own name, on behalf of the Revolving Lenders, issue such standby (and not trade or commercial) Letters of Credit for the account of the Borrower or a Guarantor of Payment, as the Borrower may from time to time request. The Borrower shall not request any Letter of Credit (and the Fronting Lender shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (A) the Letter of Credit Exposure would exceed the Letter of Credit Commitment, or (B) the Revolving Credit Exposure would exceed the Revolving Credit Commitment. The issuance of each Letter of Credit shall confer upon each Revolving Lender the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Revolving Lenders Applicable Commitment Percentage.

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(ii) Request for Letter of Credit. Each request for a Letter of Credit shall be delivered to the Administrative Agent and to the Fronting Lender by an Authorized Officer not later than 11:00 A.M. (Eastern time) three Business Days prior to the date of the proposed issuance of the Letter of Credit (or such shorter period as may be acceptable to the Fronting Lender). Each such request shall be in a form reasonably acceptable to the Administrative Agent and the Fronting Lender and shall specify the face amount thereof, the account party, the beneficiary, the requested date of issuance, amendment, renewal or extension, the expiry date thereof, and the nature of the transaction or obligation to be supported thereby. Concurrently with each such request, the Borrower, and any Guarantor of Payment for whose account the Letter of Credit is to be issued, shall execute and deliver to the Fronting Lender an appropriate application and agreement, being in the standard form of the Fronting Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by the Administrative Agent.

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(iii) [Reserved]

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(iv) Letters of Credit Fees. With respect to each Letter of Credit and the drafts thereunder, if any, whether issued for the account of the Borrower or a Guarantor of Payment, the Borrower agrees to (A) pay to the Administrative Agent, for the pro rata benefit of the Revolving Lenders, a non-refundable commission based upon the undrawn amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly Scheduled Payment Date and on the expiration or termination date of the Revolving Credit Commitments, in an amount equal to the aggregate sum of the Letter of Credit Fee for such Letter of Credit for each day of such quarter; (B) pay to the Administrative Agent, for the sole benefit of the Fronting Lender, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit shall be issued, amended or renewed at the rate of 1/8% of the face amount of such Letter of Credit; and (C) pay to the Administrative Agent, for the sole benefit of the Fronting Lender, such other issuance, amendment, renewal, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are customarily charged by the Fronting Lender in respect of the issuance and administration of similar letters of credit under its fee schedule as in effect from time to time.

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(v) Refunding of Letters of Credit with Revolving Loans. Whenever a Letter of Credit shall be drawn, the Borrower shall promptly reimburse the Fronting Lender for the amount drawn. In the event that the amount drawn shall not have been reimbursed by the Borrower within one Business Day of the date of the drawing of such Letter of Credit, at the sole option of the Administrative Agent and the Fronting Lender, the Borrower shall be deemed to have requested a Revolving Loan, subject to the provisions of Sections 2.2(a) and 2.6 hereof (other than the requirement set forth in Section 2.6(d) hereof), in the amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving Credit Note, by the records of the Administrative Agent and such Lender). Each Revolving Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.2(a) hereof when required by this Section 2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to the Administrative Agent, for the account of the Fronting Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. The Borrower irrevocably authorizes and instructs the Administrative Agent to apply the proceeds of any borrowing pursuant to this Section 2.2(b)(v) to reimburse, in full (other than the Fronting Lenders pro rata share of such borrowing), the Fronting Lender for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to the Borrower hereunder. Each Revolving Lender is hereby authorized to record on its records relating to its Revolving Credit Note (or, if such Lender has not requested a Revolving Credit Note, its records relating to Revolving Loans) such Revolving Lenders pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

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(vi) Participation in Letters of Credit. If, for any reason, the Administrative Agent and the Fronting Lender shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent and the Fronting Lender shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email confirmed by telephone, or telephone confirmed in writing). Upon such notice, but without further action, the Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lenders Applicable Commitment Percentage (with respect to the Revolving Credit Commitment) of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Fronting Lender, such Revolving Lenders ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lenders Applicable Commitment Percentage (with respect to the Revolving Credit Commitment)). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this subsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this subsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lenders pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

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(vii) Existing Letters of Credit. Schedule 2.2 hereto contains a description of all letters of credit outstanding on, and to continue in effect after, the Closing Date. Each such letter of credit issued by a bank that is or becomes a Revolving Lender under this Agreement on the Closing Date (each, an Existing Letter of Credit) shall constitute a Letter of Credit for all purposes of this Agreement, issued, for purposes of Section 2.2(b)(vi) hereof, on the Closing Date. The Borrower, the Administrative Agent and the Revolving Lenders hereby agree that, from and after such date, the terms of this Agreement shall apply to the Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof. Notwithstanding anything to the contrary in any reimbursement agreement applicable to the Existing Letters of Credit, the fees payable in connection with each Existing Letter of Credit to be shared with the Revolving Lenders shall accrue from the Closing Date at the rate provided in Section 2.2(b)(iv) hereof.

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(viii) Requests for Letters of Credit When One or More Revolving Lenders are Affected Lenders. If a Letter of Credit is requested at such time that a Revolving Lender is an Affected Lender hereunder, then (A) such Letter of Credit shall be issued to the extent that the Administrative Agent and the Fronting Lender shall have entered into satisfactory (to the Administrative Agent and the Fronting Lender) arrangements with the Borrower or such Affected Lender to eliminate or mitigate the reimbursement risk with respect to such Affected Lender, or (B) the Fronting Lender shall issue a Letter of Credit in an amount equal to (1) the amount of the requested Letter of Credit, less (2) the Applicable Commitment Percentage (with respect to the Revolving Credit Commitments) of such Affected Lender multiplied by the amount of the requested Letter of Credit.

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(ix) Letters of Credit Issued and Outstanding When One or More Revolving Lenders are Affected Lenders. With respect to any Letters of Credit that have been issued and are outstanding at the time any Revolving Lender is an Affected Lender, the Administrative Agent (and the Fronting Lender) shall have the right to request that the Borrower or such Affected Lender cash collateralize, in form and substance reasonably satisfactory to the Administrative Agent (and the Fronting Lender), such Letters of Credit so as to eliminate or mitigate the reimbursement risk with respect to such Affected Lender.

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Section 2.3. Term Loan Commitment. Subject to the terms and conditions of this Agreement, the Term Lenders shall, and each Term Lender, for itself and not for any other, severally agrees, solely with respect to its aggregate Term Loan Commitment Amount, to, make the Term Loan to the Borrower on the Closing Date, in the amount of the Term Loan Commitment (it being agreed that the Term Loan made by the Term Lenders on the Closing Date shall be funded at 98.5% of the principal amount thereof, and notwithstanding said discount all calculations hereunder with respect to such Term Loan, including the accrual of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). The Term Loan shall be payable in consecutive quarterly installments, in the amounts set forth in the table below, commencing December 31, 2014, and continuing on each Regularly Scheduled Payment Date thereafter, with the balance thereof payable in full on the Term Loan Maturity Date.

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Regularly Scheduled Payment Date	Amount
December 31, 2014	$412,500.00
March 31, 2015	$412,500.00
June 30, 2015	$412,500.00
September 30, 2015	$412,500.00
December 31, 2015	$412,500.00
March 31, 2016	$412,500.00
June 30, 2016	$412,500.00
September 30, 2016	$412,500.00
December 31, 2016	$412,500.00
March 31, 2017	$412,500.00
June 30, 2017	$412,500.00
September 30, 2017	$412,500.00
December 31, 2017	$412,500.00
March 31, 2018	$412,500.00
June 30, 2018	$412,500.00
September 30, 2018	$412,500.00
December 31, 2018	$412,500.00

The Borrower shall notify the Administrative Agent, in accordance with the notice provisions of Section 2.6 hereof, whether the Term Loan will be a Base Rate Loan or one or more Eurodollar Loans. The Term Loan may be a mixture of a Base Rate Loan and one or more Eurodollar Loans and may, pursuant to Section 2.6(c) hereof, be converted from a Base Rate Loan to one or more Eurodollar Loans, or from a Eurodollar Loan to a Base Rate Loan. Once the Term Loan is made, any portion of the Term Loan repaid may not be re-borrowed. The Term Loan Commitment shall terminate on the date that the Term Loan has been made.

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Section 2.4. Interest.

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(a) Revolving Loans.

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(i) Base Rate Loan. The Borrower shall pay interest on the unpaid principal amount of a Revolving Loan that is a Base Rate Loan outstanding from time to time from the date thereof until paid at the Derived Base Rate from time to time in effect. Interest on such Base Rate Loan shall be payable, commencing September 30, 2014, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

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(ii) Eurodollar Loans. The Borrower shall pay interest on the unpaid principal amount of each Revolving Loan that is a Eurodollar Loan outstanding from time to time, with the interest rate for any Interest Period to be fixed from the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at the Derived Eurodollar Rate. Interest on any such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that, if an Interest Period shall exceed three months, the interest must also be paid every three months, commencing three months from the beginning of such Interest Period).

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(b) [Reserved]

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(i) Base Rate Loan. With respect to any portion of the Term Loan that is a Base Rate Loan, the Borrower shall pay interest on the unpaid principal amount thereof outstanding from time to time from the date thereof until paid, commencing September 30, 2014, and continuing on each Regularly Scheduled Payment Date thereafter and on the Term Loan Maturity Date, at the Derived Base Rate from time to time in effect.

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(ii) Eurodollar Loans. With respect to any portion of the Term Loan that is a Eurodollar Loan, the Borrower shall pay interest on the unpaid principal amount of such Eurodollar Loan outstanding from time to time, with the interest rate for any Interest Period to be fixed from the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at the Derived Eurodollar Rate. Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that, if an Interest Period shall exceed three months, the interest must also be paid every three months, commencing three months from the beginning of such Interest Period).

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(d) Default Rate. Anything herein to the contrary notwithstanding, if an Event of Default shall occur, upon the election of the Required Lenders, (i) the principal of each Loan then due and payable and the unpaid interest on the Loans shall bear interest, until paid, at the Default Rate, (ii) the fee for the aggregate undrawn amount of all issued and outstanding Letters of Credit shall be increased by 2% in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount not paid when due from the Borrower hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that, (A) during an Event of Default under Section 8.11(b) hereof, the applicable Default Rate shall apply without any election or action on the part of the Administrative Agent or any Lender, and (B) if any such Event of Default is waived in writing by the Required Lenders (and no other Event of Default shall exist), any increase in interest rates or fees instituted pursuant to this Section 2.4(d) shall be rescinded as of the date of such waiver.

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(e) Limitation on Interest. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the Maximum Rate). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

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Section 2.5. Evidence of Indebtedness.

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(a) Revolving Loans. Upon the request of a Revolving Lender, to evidence the obligation of the Borrower to repay the portion of the Revolving Loans held by such Revolving Lender and to pay interest thereon, the Borrower shall execute a Revolving Credit Note, payable to the order of such Revolving Lender in the principal amount equal to its Applicable Commitment Percentage (with respect to the Revolving Credit Commitment) of the Revolving Amount, or, if less, the aggregate unpaid principal amount of Revolving Loans held by such Revolving Lender; provided that the failure of a Revolving Lender to request a Revolving Credit Note shall in no way detract from the Borrowers obligations to such Revolving Lender hereunder.

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(b) [Reserved]

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(c) Term Loan. Upon the request of a Term Lender, to evidence the obligation of the Borrower to repay the portion of the Term Loan held by such Term Lender and to pay interest thereon, the Borrower shall execute a Term Note, payable to the order of such Term Lender in the principal amount of the portion of the Term Loan held by such Term Lender; provided that the failure of such Term Lender to request a Term Note shall in no way detract from the Borrowers obligations to such Term Lender hereunder.

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Section 2.6. Notice of Loans and Credit Events; Funding of Loans.

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(a) Notice of Loans and Credit Events. The Borrower, through an Authorized Officer, shall provide to the Administrative Agent a Notice of Loan prior to (i) 12:00 P.M. (Eastern time) on the proposed date of borrowing of, or conversion of a Loan to, a Base Rate Loan and (ii) 12:00 P.M. (Eastern time) three Business Days prior to the proposed date of borrowing of, continuation of, or conversion of a Loan to, a Eurodollar Loan. An Authorized Officer of the Borrower may verbally request a Loan, so long as a Notice of Loan is received by the end of the same Business Day, and, if the Administrative Agent or any Lender provides funds or initiates funding based upon such verbal request, the Borrower shall bear the risk with respect to any information regarding such funding that is later determined to have been incorrect. The Borrower shall comply with the notice provisions set forth in Section 2.2(b) hereof with respect to Letters of Credit.

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(b) Funding of Loans. The Administrative Agent shall notify the appropriate Lenders of the date, amount and Interest Period (if applicable) promptly upon the receipt of a Notice of Loan, and, in any event, by 2:00 P.M. (Eastern time) on the date such Notice of Loan is received in the case of a borrowing of a Base Rate Loan.. On the date that the Credit Event set forth in such Notice of Loan is to occur, each applicable Lender shall provide to the Administrative Agent, not later than 3:00 P.M. (Eastern time), the amount in Dollars, in federal or other immediately available funds, required of it. If the Administrative Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such Lender, the Administrative Agent shall have the right, upon prior notice to the Borrower, to debit any account of the Borrower or otherwise receive such amount from the Borrower, promptly after demand, in the event that such Lender shall fail to reimburse the Administrative Agent in accordance with this subsection (b). The Administrative Agent shall also have the right to receive interest from such Lender at the Federal Funds Effective Rate in the event that such Lender shall fail to provide its portion of the Loan on the date requested and the Administrative Agent shall elect to provide such funds.

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(i) At the request of the Borrower to the Administrative Agent, subject to the notice and other provisions of this Agreement, the appropriate Lenders shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date applicable thereto.

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(ii) At the request of the Borrower to the Administrative Agent, subject to the notice and other provisions of this Agreement, the appropriate Lenders shall continue one or more Eurodollar Loans as of the end of the applicable Interest Period as a new Eurodollar Loan with a new Interest Period.

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(d) Minimum Amount for Loans. Each request for:

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(i) a Base Rate Loan shall be in an amount of not less than $500,000, increased by increments of $100,000;

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(ii) a Eurodollar Loan shall be in an amount of not less than $1,000,000, increased by increments of $250,000; and

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(iii) [Reserved]

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(e) Interest Periods. The Borrower shall not request that Eurodollar Loans be outstanding for more than ten different Interest Periods at the same time.

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Section 2.7. Payment on Loans and Other Obligations.

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(a) Payments Generally. Each payment made hereunder by a Credit Party shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

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(b) Payments from Borrower. All payments (including prepayments) to the Administrative Agent of the principal of or interest on each Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by the Borrower under this Agreement, shall be made in Dollars. All payments described in this subsection (b) shall be remitted to the Administrative Agent (or the Fronting Lender, as appropriate), at the address of the Administrative Agent for notices referred to in Section 11.4 hereof (or the Fronting Lender, as appropriate), for the account of the appropriate Lenders not later than 12:00 P.M. (Eastern time) on the due date thereof in immediately available funds. Any such payments received by the Administrative Agent (or the Fronting Lender) after 12:00 P.M. (Eastern time) shall be deemed to have been made and received on the next Business Day (in the Administrative Agents discretion) for purposes of calculating interest thereon.

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(c) Payments to Lenders. Upon the Administrative Agents receipt of payments hereunder, the Administrative Agent shall promptly distribute to the appropriate Lenders (except with respect to Letters of Credit, certain of which payments shall be paid to the Fronting Lender) their respective ratable shares, if any, of the amount of principal, interest, and commitment and other fees received by the Administrative Agent for the account of such Lender. Payments received by the Administrative Agent shall be delivered to the Lenders in immediately available funds. Each Lender shall record any principal, interest or other payment, the principal amounts of Base Rate Loans, Eurodollar Loans and Letters of Credit, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Lender, by such method as such Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrower under this Agreement or any Note. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to the Loans and Letters of Credit set forth on the records of the Administrative Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each Lender.

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(d) Timing of Payments. Except as otherwise provided herein, whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Loan; provided that, with respect to a Eurodollar Loan, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

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(e) Affected Lender. To the extent that the Administrative Agent receives any payments or other amounts for the account of a Revolving Lender that is an Affected Lender, at the discretion of the Administrative Agent, such Affected Lender shall be deemed to have requested that the Administrative Agent use such payment or other amount (or any portion thereof, at the discretion of the Administrative Agent) first, to cash collateralize its unfunded risk participation in the Letters of Credit pursuant to Section 2.2(b)(vi) hereof, and, with respect to any Defaulting Lender, second, to fulfill its obligations to make Loans.

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Section 2.8. Prepayment.

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(a) Right to Prepay.

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(i) The Borrower shall have the right at any time or from time to time to prepay, on a pro rata basis for all of the appropriate Lenders, all or any part of the principal amount of the Loans then outstanding without premium or penalty (except as set forth in Sections�2.8(a)(iv) and 3.3 below), as designated by the Borrower. The proceeds of any such prepayment shall be distributed on a pro rata basis to the holders of the applicable Loans being prepaid. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Each prepayment of the Term Loan and any Additional Term Loan Facility (if any) shall be applied to the remaining payments of principal of such facility on a pro rata basis.

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(ii) [Reserved]

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(iii) [Reserved]

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(iv) If (A) prior to the third anniversary of the Closing Date, the Borrower makes a prepayment of the Term Loan pursuant to Section 2.8(a)(i) or Section 2.12(c)(ii), (iii) or (iv) (including any prepayment made as a result of the requirements of subclause (v) in the first proviso to Section 2.14(a)) or (B) prior to the third anniversary of the Closing Date the Borrower, in connection with a Repricing Event, requests the Administrative Agent to replace a Lender pursuant to Section 11.3(c) hereof, except, in each case, any such prepayment or replacement accomplished together with the substantially concurrent Refinancing of all outstanding Loans and Commitments hereunder in connection with a Change of Control, then if such prepayment or replacement occurs (i) at any time prior to the date that is eighteen months after the Closing Date, the Borrower shall pay to the Administrative Agent for the ratable account of the applicable Lenders a prepayment premium in an amount equal to the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Eurodollar Rate for a Eurodollar Loan with a one month Interest Period made on the date of such prepayment or assignment plus the Applicable Margin with respect thereto) on the principal amount of the Term Loan so prepaid or assigned that but for such prepayment or assignment would have been payable through the Term Loan Maturity Date pursuant to Section 2.4(c)(ii), calculated using a discount rate equal to the Treasury Rate as of the date of such prepayment or assignment plus 50 basis points and (ii)�at any time on or after the date that is eighteen months after the Closing Date and prior to the third anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the ratable account of the applicable Lenders a prepayment premium in an amount equal to 1.00% of the principal amount of the Term Loan so prepaid or assigned, as applicable.

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(b) Notice of Prepayment. The Borrower shall give the Administrative Agent irrevocable written notice of prepayment of (i) a Base Rate Loan by no later than 12:00 P.M. (Eastern time) on the Business Day on which such prepayment is to be made, and (ii) a Eurodollar Loan by no later than 1:00 P.M. (Eastern time) three Business Days before the Business Day on which such prepayment is to be made.

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(c) Minimum Amount for Eurodollar Loans. Each prepayment of a Eurodollar Loan shall be in the principal amount of not less than $1,000,000, or the principal amount of such Loan, except in the case of a mandatory payment pursuant to Section�2.12(c) or Article III hereof.

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Section 2.9. Commitment and Other Fees.

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(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders, as a consideration for the Revolving Credit Commitment, (a)�a commitment fee, for each day from the Closing Date through the last day of the Commitment Period, in an amount equal to (i) (A) the Revolving Amount at the end of such day, minus (B) the Revolving Credit Exposure at the end of such day, multiplied by (ii) the Applicable Commitment Fee Rate in effect on such day divided by 360. The commitment fee shall be payable quarterly in arrears, commencing on September 30, 2014 and continuing on each Regularly Scheduled Payment Date thereafter, and upon the expiration or termination of the Revolving Credit Commitment.

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(b) Revolving Upfront Fee. The Borrower shall pay to the Administrative Agent on the Closing Date, for the ratable account of the Revolving Lenders, an upfront fee equal to 1.00% of the Revolving Amount as of the Closing Date.

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(c) Administrative Agent Fee. The Borrower shall pay to the Administrative Agent, for its sole benefit, the annual administrative fees set forth in the Administrative Agent Fee Letter or as otherwise agreed to in writing between the Borrower and the Administrative Agent.

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Section 2.10. Modifications to Commitments.

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(a) Optional Reduction of Revolving Credit Commitment. The Borrower may at any time and from time to time permanently reduce in whole or ratably in part the Revolving Amount to an amount not less than the then existing Revolving Credit Exposure, by giving the Administrative Agent not fewer than three Business Days written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than $5,000,000, increased in increments of $500,000. The Administrative Agent shall promptly notify each Revolving Lender of the date of each such reduction and such Revolving Lenders proportionate share thereof. After each such partial reduction, the commitment fees payable under Section 2.9(a) shall be calculated upon the Revolving Amount as so reduced. If the Borrower reduces in whole the Revolving Credit Commitment, on the effective date of such reduction (the Borrower having prepaid in full the unpaid principal balance, if any, of the Revolving Loans, together with all interest (if any) and commitment and other fees accrued and unpaid with respect thereto, and provided that no Letter of Credit Exposure shall exist), all of the Revolving Credit Notes shall be delivered to the Administrative Agent and shall be marked Canceled and redelivered to the Borrower. Any partial reduction in the Revolving Amount shall be effective during the remainder of the Commitment Period. Upon each decrease of the Revolving Amount, the Maximum Amount and the Total Commitment Amount shall be decreased by the same amount.

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(b) Increase in Commitment.

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(i) At any time during the Commitment Increase Period, the Borrower may request by written notice to the Administrative Agent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the Additional Term Loan Facility) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a Term Loan Increase); provided that the aggregate amount of all increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $50,000,000 and provided, further, that no such increase or addition shall be permitted if (I) the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x)�3.90:1.00 and (y)�the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an Additional Commitment and, collectively, the Additional Commitments), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agent.

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(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its reasonable discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least $1,000,000, (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, on or prior to the date of the effectiveness of such Additional Commitments (each an Additional Lender Assumption Effective Date), and (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (and requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.

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(iii) On each Additional Lender Assumption Effective Date (except in the case of an Additional Term Loan Facility), as appropriate, the relevant Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among the applicable Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section�2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase or addition pursuant to subsection (b)(i) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase or addition, would exist. The terms applicable to the Revolving Loans (and Revolving Credit Commitments) in respect of an increase to the Revolving Amount and the terms applicable to the portion of the Term Loan in respect of a Term Loan Increase, in each case pursuant to this Section�2.10, shall be substantially identical to the terms then applicable to existing Revolving Loans (and Revolving Credit Commitments) or to the existing portion of the Term Loan, as the case may be; provided however that the initial issue price of the loans subject to a Term Loan Increase need not be so identical so long as such issue price is not less than the issue price that would produce a Yield Differential as between the Term Loan issued on the Closing Date and the loans to be issued as part of such Term Loan Increase.

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(iv) Notwithstanding anything herein to the contrary, at the time of any such increase or addition contemplated by this Section 2.10(b), the Administrative Agent, the Credit Parties and the Lenders providing such increase or addition shall enter into an amendment to evidence such increase or addition and such amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent to effect the provisions of this Section 2.10(b) (including, without limitation, amendments to the definitions in this Agreement to designate classes or tranches of loans, borrowings and commitments, and related terms, and to Section 9.8 hereof for the purpose of treating such increases pari passu with the other loans established hereunder). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.10(b) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.10(b). Upon each increase of the Revolving Amount, Term Loan Increase or addition of the Additional Term Loan Facility, the Total Commitment Amount shall be increased by an amount equal to the amount of such increase or addition.

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(i) The loans under any Additional Term Loan Facility (A) shall rank pari passu in right of payment with the other loans made hereunder, shall be secured on a pari passu basis by the same collateral securing the other loans made hereunder and shall be guaranteed by each Guarantor of Payment, (B) shall not mature earlier than the Term Loan Maturity Date (but, subject to clause (D) below, may have amortization prior to such date), (C) except in the case of matters not prohibited by clauses (B), (D) and (E), shall be treated substantially the same as (and in any event no more favorably than) the Term Loan except with respect to any terms applicable thereto that are otherwise reasonably satisfactory to the Administrative Agent, (D) shall have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of any other term loans provided for hereunder and (E) shall have such interest rate and original issue discount as may be agreed by the Borrower and the providers of the Additional Term Loan Facility; provided if the initial Yield on such loans exceeds the Yield applicable to the Term Loan at such time by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the Yield Differential), then the Applicable Margin then in effect for the Term Loan shall automatically be increased by the Yield Differential, effective upon the making of such loans under the Additional Term Loan Facility; provided that if such increase is required due to the application of a higher interest rate floor on such Additional Term Facility, such increase shall be effected solely by establishing or increasing, as applicable, an interest rate floor with respect to the Term Loan. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to the Loan Documents. For purposes of this Section 2.10(c), Yield shall mean, as reasonably determined by the Administrative Agent:

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(x) with respect to the loans under the Additional Term Loan Facility, the sum of (i) the margin above the Eurodollar Rate on such loans and (ii) if such loans are initially made at a discount or the Lenders making the same receive a fee (excluding, in any case, all arrangement, structuring and underwriting fees not generally paid to Lenders providing such loans) directly or indirectly from the Borrower or any other Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of such loans, being referred to herein as OID), the amount of such OID divided by the lesser of (A) the weighted average life to maturity of such loans and (B) four; for purposes of this clause (x), if such loans include an interest rate floor greater than the interest rate floor applicable to the Term Loan, such increased amount shall be equated to the applicable margin above the Eurodollar Rate for purposes of determining whether an increase to the Applicable Margin for the Term Loan shall be required; and

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(y) with respect to the Term Loan, the sum of (i)�the Applicable Margin then in effect for Eurodollar Loans of such Term Loan plus (ii) the amount of OID initially paid in respect of the Term Loan divided by four.

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(ii) The Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (the Additional Term Loan Facility Amendment) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender providing a commitment with respect to the Additional Term Loan Facility, each Additional Lender providing a commitment with respect to the Additional Term Loan Facility, and the Administrative Agent. Notwithstanding anything herein to the contrary, the Additional Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement to designate classes or tranches of loans, borrowings and commitments, and related terms, and to Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other loans established hereunder). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.10(c) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.10(c).

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Section 2.11. Computation of Interest and Fees. With the exception of Base Rate Loans, interest on Loans, Letter of Credit fees, Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having 360 days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having 365 days or 366 days, as the case may be, and calculated for the actual number of days elapsed.

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Section 2.12. Mandatory Payments.

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(a) Revolving Credit Exposure. If, at any time, the Revolving Credit Exposure shall exceed the Revolving Credit Commitment, the Borrower shall, as promptly as practicable, but in no event later than the next Business Day, pay an aggregate principal amount of the Revolving Loans sufficient to bring the Revolving Credit Exposure within the Revolving Credit Commitment (and, if necessary, cash collateralize Letters of Credit pursuant to arrangements to be specified by the Administrative Agent).

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(b) [Reserved]

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(c) Mandatory Prepayments. The Borrower shall, until the Term Loan is paid in full, make mandatory prepayments of the Term Loan (each a Mandatory Prepayment) in accordance with the following provisions:

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(i) Excess Cash Flow. If the ratio of (A) Consolidated Funded Indebtedness (as of the end of the most recently completed fiscal year of the Borrower); to (B) Consolidated EBITDA (for the most recently completed fiscal year of the Borrower), calculated for a fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), is:

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(1)�greater than or equal to 3.00 to 1.00, then the Borrower shall, on or before April 15th of the year following such fiscal year, make a Mandatory Prepayment in an amount of not less than 50% of the Excess Cash Flow (if any) for such fiscal year; or

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(2)�less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00, then the Borrower shall, on or before April 15th of the year following such fiscal year, make a Mandatory Prepayment in an amount not less than 25% of the Excess Cash Flow (if any) for such fiscal year; or

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(3)�less than 2.00 to 1.00, then the Borrower shall not be required hereunder to make a Mandatory Prepayment with respect to the Excess Cash Flow (if any) for such fiscal year;

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provided that, notwithstanding anything in this Section 2.12(c)(i) to the contrary, the amount of any such Mandatory Prepayment required to be made pursuant to this Section 2.12(c)(i) for a particular fiscal year of the Borrower shall be reduced by the total of (y) the aggregate principal amount of all voluntary prepayments made pursuant to Section 2.8(a) hereof on the principal outstanding on the Term Loan during such fiscal year (so long as such voluntary prepayments were applied in the manner set forth in Section 2.12(e) hereof), and (z) the aggregate principal amount of all voluntary prepayments made pursuant to Section 2.8(a) hereof on the principal outstanding on any Revolving Loans in such fiscal year (so long as such voluntary prepayments were simultaneously accompanied by a corresponding permanent reduction in the Revolving Credit Commitment pursuant to Section 2.10(a) hereof).

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(ii) Sale of Assets. Upon the sale or other disposition of any assets by a Company (permitted pursuant to Section 5.12 hereof) to any Person other than to another Company or in the ordinary course of business, and, to the extent the proceeds of such sale or other disposition are in excess of $500,000 during any fiscal year of the Borrower and are not to be reinvested (or are not designated pursuant to contract or written agreement to be reinvested) in fixed assets or other similar assets within 270 days of such sale or other disposition, the Borrower shall make a Mandatory Prepayment, on the date of such sale or other disposition, in an amount equal to 100% of the cash proceeds of such disposition net of amounts required to pay taxes and reasonable costs applicable to such sale or disposition; provided that, notwithstanding anything in this subpart (ii) to the contrary, if the aggregate fair market value of all assets sold or disposed of by the Companies, together, shall exceed the basket limitations set forth Section 5.12(f)(iii) hereof (without taking into account the proviso to Section 5.12(f)) (any such amount in excess of such basket limitations to be referred to herein as the Excess Proceeds), the Borrower shall (with no reinvestment rights or minimum threshold with respect thereto) make a Mandatory Prepayment, on the date of such sale or other disposition, in an amount equal to 100% of the cash Excess Proceeds of such sale or disposition net of amounts required to pay taxes and reasonable costs applicable to such sale or disposition.

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(iii) Material Recovery Event. Within 60 days after a Material Recovery Event, the Borrower shall notify the Administrative Agent of the Borrowers determination as to whether or not to replace, rebuild or restore the affected property or use the insurance proceeds to construct or purchase property in another location for a similar use (a Material Recovery Determination Notice). If the Borrower decides not to replace, rebuild or restore such property or decides not to use the insurance proceeds to construct or purchase property in another location for a similar use, or if the Borrower has not delivered the Material Recovery Determination Notice within 60 days after such Material Recovery Event, then the proceeds of insurance paid in connection with such Material Recovery Event, when received, shall be paid as a Mandatory Prepayment. If the Borrower decides to replace, rebuild or restore such property (or construct or purchase property in another location for a similar use), then any such replacement, rebuilding, construction, purchase or restoration must be (A) commenced within 180 days of the date of the Material Recovery Event, and (B) substantially completed within 12 months of such commencement date or such longer period of time necessary to complete the work with reasonable diligence and approved in writing by the Administrative Agent, in its reasonable discretion, with such casualty insurance proceeds and other funds available to the Companies for replacement, rebuilding or restoration of such property. Any amounts of such insurance proceeds in connection with such Material Recovery Event not applied to the costs of replacement or restoration shall be applied as a Mandatory Prepayment.

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(iv) Additional Indebtedness. If, at any time, any of the Companies shall incur Indebtedness not permitted pursuant to Section 5.8 hereof (which Indebtedness shall not be incurred without the prior written consent of the Administrative Agent and the Required Lenders), the Borrower shall make a Mandatory Prepayment, on the date that such Indebtedness is incurred, in an amount equal to 100% of the net cash proceeds of such Indebtedness, net of costs and expenses related thereto.

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(d) Application of Mandatory Prepayments.

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(i) Involving a Company Prior to an Event of Default. So long as no Event of Default shall have occurred and be continuing, each Mandatory Prepayment required to be made pursuant to subsection (c) hereof shall be applied on a pro rata basis to the remaining principal amortization payments of the Term Loan and the Additional Term Loan Facility (if any) (ratably according to the outstanding principal amount thereunder), until paid in full.

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(ii) Involving a Company After an Event of Default. If a Mandatory Prepayment is required to be made pursuant to subsection (c) hereof at the time that an Event of Default shall have occurred and be continuing, then such Mandatory Prepayment shall be paid by the Borrower to the Administrative Agent to be applied to the following, on a pro rata basis among: (A) the Revolving Credit Exposure (with payments to be made in the following order: first, Revolving Loans and second, to be held by the Administrative Agent in a special account as security for any Letter of Credit Exposure pursuant to subpart (iii) hereof), (B) the unpaid principal balance of the Term Loan, and (C) the unpaid principal balance of the Additional Term Loan Facility (if any). Unless otherwise agreed by the Revolving Lenders, the Revolving Credit Commitment shall be permanently reduced by the amount of such Mandatory Prepayment allocated thereto, whether or not there shall thereafter be any Revolving Credit Exposure thereunder.

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(iii) Involving Letters of Credit. Any amounts to be distributed for application to a Revolving Lenders liabilities with respect to any Letter of Credit Exposure as a result of a Mandatory Prepayment shall be held by the Administrative Agent in an interest bearing trust account (the Special Trust Account) as collateral security for such liabilities until a drawing on any Letter of Credit, at which time such amounts, together with interest accrued thereon, shall be released by the Administrative Agent and applied to such liabilities. If any such Letter of Credit shall expire without having been drawn upon in full, the amounts held in the Special Trust Account with respect to the undrawn portion of such Letter of Credit, together with interest accrued thereon, shall be applied by the Administrative Agent in accordance with the provisions of subparts (i) and (ii) above.

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(e) Mandatory Payments Generally. Unless otherwise designated by the Borrower, each Mandatory Prepayment made with respect to a Specific Commitment pursuant to subsection (a) or (c) hereof shall be applied in the following order: (i) first, to the outstanding Base Rate Loans, and (ii) second, to the outstanding Eurodollar Loans, provided that, in each case, if the outstanding principal amount of any Eurodollar Loan shall be reduced to an amount less than the minimum amount set forth in Section 2.6(d) hereof as a result of such prepayment, then such Eurodollar Loan shall be converted into a Base Rate Loan on the date of such prepayment. Any prepayment of a Eurodollar Loan pursuant to this Section 2.12 shall be subject to the prepayment provisions set forth in Article III hereof. Each Mandatory Prepayment made with respect to the Term Loan and the Additional Term Loan Facility (if any) shall be applied to the remaining payments of principal on a pro rata basis.

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Section 2.13. Loan Modification Offers. (a) The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a Loan Modification Offer) to all the Term Lenders, Revolving Lenders or the Lenders of one or more classes or tranches of loans and/or commitments provided for hereunder in order to provide for: (i)�an extension (and not, for clarity, a shortening) of the final maturity date and/or amortization applicable to the applicable loans and/or commitments of the Accepting Lenders (as defined below), (ii)�a change in the Applicable Margin and/or the Eurodollar Rate floor set forth in the definition of Eurodollar Rate with respect to the applicable loans and/or commitments of the Accepting Lenders, (iii)�a change in any fees payable to (or the inclusion of additional fees to be payable to) the Accepting Lenders and (iv) a change in the participation of prepayments of such class or tranche of Accepting Lenders to less than a pro rata basis (but not greater than a pro rata basis) with respect to any voluntary or mandatory prepayments hereunder. Notwithstanding anything herein to the contrary, the Borrower and the Administrative Agent shall be entitled to enter into such amendments to this Agreement and the other Loan Documents as shall be necessary or appropriate, in the reasonable judgment of the Administrative Agent and without the consent of any other Lenders, to provide the rights and benefits of this Agreement and other Loan Documents to each new class or tranche of loans, borrowings and commitments, and related terms resulting from any Loan Modification Offer consummated in accordance with this Section 2.13 (including, without limitation, amendments to the definitions in this Agreement to designate classes or tranches of loans, borrowings and commitments, and related terms), to which amendments the Administrative Agent and the Lenders hereby consent and with respect to which the Administrative Agent and the Lenders waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section�2.13. Any such notice of a Loan Modification Offer shall set forth (i)�the terms and conditions of the requested amendment and (ii)�the date on which such amendment is requested to become effective (which shall not be less than five Business Days nor more than 30�Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Any Lender wishing to accept such Loan Modification Offer shall notify the Administrative Agent in writing on or prior to the date specified in such Loan Modification Offer specifying the amount of its class or tranche of loans or commitments (such class or tranche, the Affected Class) which it has elected to request be subject to such amendment (subject to any minimum denomination requirements set forth in such Loan Modification Offer). Such amendments shall become effective only with respect to the loans and/or commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the Accepting Lenders) and, in the case of any Accepting Lender, only with respect to such Lenders loans and/or commitments of such Affected Class as to which such Lenders acceptance has been made.

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Section 2.14. Specified Refinancing Debt.

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(a) The Borrower may, from time to time, and subject to the prior consent of the Administrative Agent, add one or more new term loan facilities and/or new revolving credit facilities to be provided for under this Agreement (Specified Refinancing Debt) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to Refinance all or any portion of any Loans or Commitments (used or unused), or class or tranche thereof, provided for herein, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt (i) will rank pari passu in right of payment with and shall be unsecured or secured on a pari passu basis (or junior basis) by the same collateral securing the other Loans and Commitments hereunder, (ii) shall not be an obligation of, or otherwise Guaranteed by, any Subsidiary that is not a Credit Party, (iii) shall mature no earlier than, and shall have a weighted average life to maturity that is not less than the remaining weighted average life to maturity of, the Loans (or Commitments, if applicable) being Refinanced thereby, (iv)�shall have terms and conditions (excluding pricing and optional prepayment terms and, subject to clause�(iii) above, final maturity and principal amortization terms) substantially identical to, or no more favorable (taken as a whole) to the Lenders providing such Specified Refinancing Debt than, those applicable to the Loans (or Commitments, if applicable) being Refinanced thereby (provided that the applicable Lenders may (x)�agree to yield protection terms that are less favorable (but not more favorable) than the terms applicable to the other classes or tranches of Loans and/or Commitments hereunder, (y) agree to participate on a less than (but not greater than) pro rata basis in respect of any prepayments or repayments of Loans under this Agreement and (z) in the case of Specified Refinancing Debt consisting of term loans, agree to different initial Interest Periods) and (v) shall be used, substantially concurrently with the incurrence thereof, solely for the pro rata payment of the Loans (or Commitments, if applicable) being Refinanced thereby and to pay accrued interest, fees, discounts, premiums and expenses payable in connection therewith (and, in the case of Revolving Loans, a corresponding amount of the applicable predecessor Revolving Credit Commitments shall be permanently reduced); provided however, that such Specified Refinancing Debt shall not have a principal or commitment amount greater than that applicable to the Loans being Refinanced (except to the extent such debt is incurred to fund accrued interest on the Loans being Refinanced or fees, discounts, premiums or expenses payable in connection therewith).

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(b) The Borrower and each Person that agrees to provide Specified Refinancing Debt (each of which, if not already a Lender hereunder, shall be reasonably acceptable to the Administrative Agent) shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Specified Refinancing Debt and the terms and conditions thereof (including, if applicable, intercreditor terms and conditions); provided that no Refinancing Amendment shall become effective unless (i)�on the date of such effectiveness, the Borrower satisfies the conditions set forth in the applicable Refinancing Amendment, including the delivery of customary closing deliverables to the extent reasonably requested by the Administrative Agent, and (ii) on the date of such effectiveness (or such later date as the Administrative Agent in its sole discretion may permit) the Administrative Agent shall have received any documents and/or amendments as it shall reasonably request to evidence that the Borrower and the other Companies are in compliance with Section 5.23. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent necessary to reflect the existence and terms of the Specified Refinancing Debt evidenced thereby; provided that, in the case of any Specified Refinancing Debt consisting of revolving credit commitments (Specified Refinancing Revolving Commitments), all borrowings and all prepayments of revolving loans hereunder (which shall include loans made from Specified Refinancing Revolving Commitments) shall continue to be made on a ratable basis among all Revolving Lenders (including any lenders holding Specified Refinancing Revolving Commitments), based on the relative amounts of their Revolving Credit Commitments (including Specified Refinancing Revolving Commitments), until the termination or expiration of the original Revolving Credit Commitments.

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(c) Notwithstanding anything herein to the contrary, the Specified Refinancing Debt documentation may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent to effect the provisions of this Section 2.14 (including, without limitation, amendments to the definitions in this Agreement to designate classes or tranches of loans, borrowings and commitments, and related terms, and to Section 9.8 hereof for the purpose of treating such increases pari passu with the other loans established hereunder). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest and customary fees in respect of any Refinancing Amendment on such terms as may be set forth therein) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section�2.14.

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ARTICLE III. ADDITIONAL PROVISIONS RELATING TO
EURODOLLAR LOANS; INCREASED CAPITAL; TAXES

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Section 3.1. Requirements of Law.

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(a) If, after the Closing Date, (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, or (ii) the compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority:

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(A)�shall subject any Lender to any Tax with respect to this Agreement, any Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes and Excluded Taxes which are governed by Section 3.2 hereof);

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(B)�shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

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(C)�shall impose on such Lender any other condition;

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and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

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(b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity, or liquidity requirements, or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on such Lenders or such corporations capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy and liquidity), then from time to time, upon submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the method for calculating such amount), the Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

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(c) For purposes of this Section 3.1, the Dodd-Frank Act, any requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) under Basel III, and any rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented in connection with any of the foregoing, regardless of the date adopted, issued, promulgated or implemented, are deemed to have been introduced and adopted after the Closing Date.

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(d) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. In determining any such additional amounts, such Lender may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable. The obligations of the Borrower pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs or reductions to the extent such Lender notifies the Borrower thereof more than 180 days after such Lender becomes aware of such right to additional compensation (except that, if the circumstances giving rise to such increased costs or reductions are retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 3.2. Taxes.

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(a) All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable law. If any Indemnified Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after deducting, withholding and payment of all Indemnified Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Loan Documents.

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(b) Whenever any Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely withhold and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Credit Party showing payment thereof or other evidence of payment reasonably acceptable to the Administrative Agent or such Lender. If such Credit Party shall fail to pay any Indemnified Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Credit Party and the Borrower shall indemnify the Administrative Agent and the appropriate Lenders on demand for any incremental Indemnified Taxes paid or payable by the Administrative Agent or such Lender as a result of any such failure.

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(c) Each Lender that is not (i) a citizen or resident of the United States of America, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or (iii) an estate or trust that is subject to federal income taxation regardless of the source of its income (any such Person, a Non-U.S. Lender) shall deliver to the Borrower and the Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of portfolio interest, a statement with respect to such interest and two copies of a Form W-8BEN, W-8BEN-E, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Credit Parties under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement or such other Loan Document. In addition, each Non-U.S. Lender shall deliver such forms or appropriate replacements promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that such Lender is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this subsection (c), a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (c) that such Non-U.S. Lender is not legally able to deliver.

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(d) Any Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent ), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

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(e) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lenders obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e), FATCA shall include any amendments made to FATCA after the date of this Agreement.

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(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under any Loan Document shall use reasonable efforts to deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lenders judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

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(g) If the Administrative Agent or any Lender determines, in its reasonable discretion, that it has received a refund of Taxes or Other Taxes for which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.2, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid by the Borrower under this Section 3.2 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Government Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Government Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

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(h) The agreements in this Section 3.2 shall survive the termination of the Loan Documents and the payment of the Loans and all other amounts payable hereunder.

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Section 3.3. Funding Losses. The Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Lenders interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.12 hereof. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Borrower (with a copy to the Administrative Agent) by any Lender shall be conclusive absent manifest error. The obligations of the Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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Section 3.4. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.1 or 3.2(a) hereof with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office (or an affiliate of such Lender, if practical for such Lender) for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 3.1 or 3.2(a) hereof.

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Section 3.5. Eurodollar Rate Lending Unlawful; Inability to Determine Rate.

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(a) If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a Eurodollar Loan, the obligations of such Lender to make, continue or convert into any such Eurodollar Loan shall, upon such determination, be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding Eurodollar Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion.

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(b) If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain such Eurodollar Loan shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of such Eurodollar Loan or, failing that, will be deemed to have converted such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.

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Section 3.6. Replacement of Lenders. The Borrower shall be permitted to replace any Lender that requests reimbursement for amounts owing pursuant to Section 3.1 or 3.2(a) hereof, or asserts its inability to make a Eurodollar Loan pursuant to Section 3.5 hereof; provided that (a) such replacement does not conflict with any Requirement of Law, (b) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (c) prior to any such replacement, such Lender shall have taken no action under Section 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 3.1 or 3.2(a) hereof or, if it has taken any action, such request has still been made, (d) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement and assume all commitments and obligations of such replaced Lender, (e) the Borrower shall be liable to such replaced Lender under Section 3.3 hereof if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (f) the replacement Lender, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (g) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.10 hereof (provided that the Borrower (or the succeeding Lender, if such Lender is willing) shall be obligated to pay the assignment fee referred to therein), and (h) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.1 or 3.2(a) hereof, as the case may be; provided that a Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to replace such Lender cease to apply.

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Section 3.7. Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of such Lenders Loans in any manner such Lender deems to be appropriate; it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each Eurodollar Loan during the applicable Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the Eurodollar Rate for such Interest Period.

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ARTICLE IV. CONDITIONS PRECEDENT

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Section 4.1. Conditions to Each Credit Event. The obligation of the Lenders and the Fronting Lender to participate in any Credit Event shall be conditioned, in the case of each Credit Event, upon the following:

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(a) all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the first Credit Event shall have been satisfied prior to or as of the first Credit Event;

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(b) the Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the provisions of Section 2.2(b)(ii) hereof) and otherwise complied with Section 2.6 hereof;

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(d) each of the representations and warranties contained in Article VI hereof shall be (i) with respect to representations and warranties that contain a materiality qualification, true and correct, and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case, as if made on and as of the date of such Credit Event (except to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties are (A) with respect to representations and warranties that contain a materiality qualification, true and correct as of such earlier date, and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of such earlier date.

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Each request by the Borrower for a Credit Event shall be deemed to be a representation and warranty by the Borrower as of the date of such request as to the satisfaction of the conditions precedent specified in subsections (c) and (d) above.

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Section 4.2. Conditions to the First Credit Event. The Borrower shall cause the following conditions to be satisfied on or prior to the Closing Date. The obligation of the Lenders and the Fronting Lender to participate in the first Credit Event is subject to the Borrower satisfying each of the following conditions prior to or concurrently with such Credit Event:

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(a) Notes as Requested. The Borrower shall have executed and delivered to (i) each Revolving Lender requesting a Revolving Credit Note such Revolving Lenders Revolving Credit Note and (ii) each Term Lender requesting a Term Note such Term Lenders Term Note.

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(b) Subsidiary Documents. Each Guarantor of Payment shall have executed and delivered to the Administrative Agent (i) a Guaranty of Payment, in form and substance satisfactory to the Administrative Agent, and (ii) a Security Agreement and such other documents or instruments, as may be required by the Administrative Agent to create or perfect the Liens of the Administrative Agent in the assets of such Guarantor of Payment, all to be in form and substance satisfactory to the Administrative Agent.

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(c) Pledge Agreements. The Borrower and each Guarantor of Payment that has a Subsidiary shall have (i) executed and delivered to the Administrative Agent, for the benefit of the Secured Parties, a Pledge Agreement, in form and substance satisfactory to the Administrative Agent and the Lenders, with respect to the Pledged Securities, (ii) executed and delivered to the Administrative Agent, for the benefit of the Secured Parties, appropriate transfer powers for each of the Pledged Securities that are certificated, and (iii) delivered to the Administrative Agent, for the benefit of the Secured Parties, the Pledged Securities (to the extent such Pledged Securities are certificated), except, with respect to clauses (ii) and (iii) of this Section 4.2(c), as otherwise provided in Section 4.3(b).

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(d) Intellectual Property Security Agreements. The Borrower and each Guarantor of Payment that owns federally registered intellectual property shall have executed and delivered to the Administrative Agent, for the benefit of the Secured Parties, an Intellectual Property Security Agreement, in form and substance satisfactory to the Administrative Agent and the Lenders.

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(e) Lien Searches. With respect to the property owned or leased by the Borrower and each Guarantor of Payment, and any other property securing the Obligations, the Borrower shall have caused to be delivered to the Administrative Agent (i) the results of Uniform Commercial Code lien searches, reasonably satisfactory to the Administrative Agent and the Lenders, (ii) the results of federal and state tax lien and judicial lien searches, reasonably satisfactory to the Administrative Agent and the Lenders, and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

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(f) Officers Certificate, Resolutions, Organizational Documents. The Borrower shall have delivered to the Administrative Agent an officers certificate (or comparable domestic or foreign documents) certifying the names of the officers of each Credit Party authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions of the board of directors (or comparable domestic or foreign documents) of such Credit Party evidencing approval of the execution, delivery and performance of the Loan Documents and the execution and performance of other Related Writings to which such Credit Party is a party, and the consummation of the transactions contemplated thereby, and (ii) the Organizational Documents of such Credit Party.

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(g) Good Standing and Full Force and Effect Certificates. The Borrower shall have delivered to the Administrative Agent a good standing certificate or full force and effect certificate (or comparable document, if neither certificate is available in the applicable jurisdiction), as the case may be, for each Credit Party, issued on or about the Closing Date by the Secretary of State in the state or states where such Credit Party is incorporated or formed or qualified as a foreign entity.

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(h) Legal Opinion. The Borrower shall have delivered to the Administrative Agent an opinion of counsel for the Borrower and each other Credit Party, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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(i) Insurance Policies. The Borrower shall have delivered to the Administrative Agent certificates of insurance on ACORD 25 and 27 or 28 form and proof of endorsements satisfactory to the Administrative Agent and the Lenders, providing for adequate personal property and liability insurance for each Company, with the Administrative Agent, on behalf of the Lenders, listed as lenders loss payee and additional insured, as appropriate.

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(j) Administrative Agent Fee Letter and Other Fees. The Borrower shall have (i) paid all fees required to be paid to the Administrative Agent, the lead arrangers, the syndication agent and the Lenders on the Closing Date, including as set forth on the Administrative Agent Fee Letter, and (ii) paid all legal fees and expenses of the Administrative Agent in connection with the preparation and negotiation of the Loan Documents for which an invoice has been received by the Borrower prior to the Closing Date.

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(k) Closing Certificate. The Borrower shall have delivered to the Administrative Agent and the Lenders an officers certificate certifying that, as of the Closing Date, (i) all conditions precedent set forth in this Article IV have been satisfied, (ii) no Default or Event of Default exists or immediately after the first Credit Event will exist, and (iii) each of the representations and warranties contained in Article VI hereof are (A) with respect to representations and warranties that contain a materiality qualification, true and correct, and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case, as of the Closing Date (except to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties are (1) with respect to representations and warranties that contain a materiality qualification, true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of such earlier date)

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(l) Letter of Direction. The Borrower shall have delivered to the Administrative Agent a letter of direction authorizing the Administrative Agent, on behalf of the Lenders, to disburse the proceeds of the Loans, which letter of direction includes the authorization to transfer funds under this Agreement and the wire instructions that set forth the locations to which such funds shall be sent.

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(m) Miscellaneous. The Borrower shall have provided to the Administrative Agent and the Lenders such other items and shall have satisfied such other conditions as may be reasonably required by the Administrative Agent or the Lenders.

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(n) Solvency Certificate. The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of the Borrower to the effect that the Borrower and its Subsidiaries, on a Consolidated basis after giving effect to the Transactions, are Solvent.

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(o) Closing Date Refinancing. Prior to or, pursuant to arrangements reasonably satisfactory to the Administrative Agent, substantially contemporaneously with the initial funding of the Term Loan on the Closing Date, (i)�the Closing Date Refinancing shall have been consummated, (ii)�all commitments under the Existing Credit Agreement shall have been terminated and (iii)�all Guarantees and Liens granted in respect of the Existing Credit Agreement shall have been released. The Administrative Agent shall have received (x)�a payoff letter with respect to the Existing Credit Agreement, and (y) release letters and similar documents (including, in the case of Liens, Uniform Commercial Code termination statements) reasonably requested by the Administrative Agent with respect to the release and termination of obligations and Liens granted in respect of the Existing Credit Agreement.

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Section 4.3. Post-Closing Conditions. On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the items specified in the subsections below:

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(a) Control Agreements. Within 30 days of the Closing Date, the Borrower shall have delivered to the Administrative Agent an executed Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, for each Deposit Account and each Securities Account maintained by the Borrower or a Guarantor of Payment; provided that the Borrower shall not be required to deliver a Control Agreement for a Deposit Account or Securities Account pursuant to this Section 4.3(a) if the Borrower would not be required to deliver a Control Agreement for such Deposit Account or Securities Account pursuant to Section 5.22(a) hereof.

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(b) Share Certificates and Corresponding Powers. Within 2 Business Days after the Closing Date, the Borrower shall have delivered to the Administrative Agent the Pledged Securities (to the extent such Pledged Securities are certificated) required by Section 4.2(c)(ii) and (iii).

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ARTICLE V. COVENANTS

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Section 5.1. Insurance. Each Credit Party shall, and shall cause each of its Subsidiaries to, at all times maintain insurance upon its Inventory, Equipment and other personal and real property in such form, written by such companies, in such amounts, for such periods, and against such risks as is customarily carried by businesses of the size and character of the business of the Credit Parties, with provisions reasonably satisfactory to the Administrative Agent for, with respect to Credit Parties, payment of all losses thereunder to the Administrative Agent, for the benefit of the Secured Parties and such Credit Party as their interests may appear (with lenders loss payable endorsement in favor of the Administrative Agent, for the benefit of the Secured Parties, other than with respect to business interruption insurance) and including the Administrative Agent as additional insured. If required by the Administrative Agent, the Borrower shall deposit the policies with (or otherwise deliver such policies to) the Administrative Agent. The Credit Parties will use commercially reasonable efforts to cause any such policies of insurance to provide for no fewer than 30 days prior written notice of cancellation to the Administrative Agent and the Lenders (provided that it is understood and agreed that if the insurance carriers decline such request to provide notice of cancellation, the Credit Parties shall be deemed to have fulfilled their obligations hereunder). Any sums received by the Administrative Agent, for the benefit of the Secured Parties, in payment of insurance losses, returns, or unearned premiums under the policies shall be delivered to the Credit Parties for the purpose of replacing, repairing, or restoring the insured property within 180 days of the receipt of such proceeds; provided that if such proceeds are not so reinvested, the same shall be applied upon the Obligations whether or not the same is then due and payable. The Borrower hereby authorizes the Administrative Agent to act as attorney-in-fact for the Borrower in obtaining, adjusting, settling and canceling such insurance and indorsing any drafts. In the event of failure to provide such insurance as herein provided, the Administrative Agent may, at its option, provide such insurance and the Borrower shall pay to the Administrative Agent, upon demand, the cost thereof. Should the Borrower fail to pay such sum to the Administrative Agent upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the Default Rate. Within ten days of the Administrative Agents written request, the Borrower shall furnish to the Administrative Agent such information about the insurance of the Credit Parties as the Administrative Agent may from time to time reasonably request, which information shall be prepared in form and detail reasonably satisfactory to the Administrative Agent and certified by a Financial Officer.

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Section 5.2. Money Obligations. Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all material taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject; (b) all of its material wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. �� 206-207) (the FLSA) or any comparable provisions; and (c) except where the failure to do so could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, all of its other obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate provisions have been established in accordance with GAAP) before such payment becomes overdue.

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Section 5.3. Financial Statements and Information.

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(a) Quarterly Financials. The Borrower shall deliver to the Administrative Agent for distribution to the Lenders, within 45 days after the end of each of the first three Quarterly Reporting Periods of each fiscal year of the Borrower, balance sheets of the Borrower as of the end of such period and statements of income (loss), stockholders equity and cash flow for the Quarterly Reporting Period and fiscal year to date periods, all prepared on a Consolidated basis, in form and detail reasonably satisfactory to the Administrative Agent and the Lenders and certified by a Financial Officer (provided that the financial statements delivered pursuant to this subsection (a) shall not be required to have footnote disclosures and are subject to normal quarter-end and year-end adjustments).

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(b) Annual Audit Report. The Borrower shall deliver to the Administrative Agent for distribution to the Lenders, within 90 days after the end of each fiscal year of the Borrower, an annual audit report of the Borrower for that year prepared on a Consolidated basis, in form and detail reasonably satisfactory to the Administrative Agent and the Lenders and certified by an unqualified opinion of an independent public accountant reasonably satisfactory to the Administrative Agent, which report shall include balance sheets and statements of income (loss), stockholders equity and cash-flow for that period.

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(c) Compliance Certificate. The Borrower shall deliver to the Administrative Agent for distribution to the Lenders, concurrently with the delivery of the financial statements set forth in subsections (a) and (b) above, a Compliance Certificate.

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(d) Management Reports. Promptly after receipt thereof, the Borrower shall deliver to the Administrative Agent for distribution to the Lenders, a copy of any final (i) management report, (ii) letter or (iii) similar writing furnished to a Company by the accountants in respect of the systems, operations, financial condition or properties of the Borrower (on a Consolidated basis).

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(e) Pro-Forma Projections. The Borrower shall deliver to the Administrative Agent for distribution to the Lenders, within 60 days after the end of each fiscal year of the Borrower, annual pro-forma projections of the Borrower prepared on a Consolidated basis for the then current fiscal year, in form and detail reasonably acceptable to the Administrative Agent.

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(f) SEC Reporting; Electronic Delivery; Final Statements. Notwithstanding anything to the contrary contained in this Agreement, all financial statements and reports required hereunder (including, without limitation, those required pursuant to Section 5.3(a) and (b) hereof) shall, upon notice of such filing from the Borrower to the Administrative Agent, be deemed delivered to the Administrative Agent and the Lenders upon delivery of such financial statements and reports to the SEC pursuant to the Borrowers public company reporting requirements (and such financial statements and reports shall be readily available to the Administrative Agent and Lenders). In addition, upon the filing of the Borrowers 10-Q report with the SEC for any fiscal quarter, such report shall be deemed to satisfy the requirements of Section 5.3(a) hereof, and upon the filing of the Borrowers 10-K report with the SEC for any fiscal year, such report shall be deemed to satisfy the requirements of Section 5.3(b) hereof (to the extent, in the case of the audit opinion, the audit opinion included therein meets the requirements of Section 5.3(b)). All financial statements and reports required to be delivered pursuant to this Section 5.3 may, at the Borrowers option, be delivered via electronic mail in accordance with Section 11.4 hereof. It is understood and agreed that notwithstanding anything to the contrary contained in this Agreement, all requirements to deliver financial statements, reports and other financial information hereunder shall refer the final versions of such statements, reports or information (and not any draft, interim or preliminary versions of the same).

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(g) Reporting Periods. If, at any time, the information set forth on Schedule 5.3 hereto becomes inaccurate, or does not set forth each Quarterly Reporting Period for the following fiscal year of the Borrower, the Borrower shall promptly deliver to the Administrative Agent a replacement Schedule 5.3 that includes such additional or corrected information, in form and substance satisfactory to Lender.

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(h) Financial Information of the Companies. The Borrower shall deliver to the Administrative Agent for distribution to the Lenders, promptly after the written request of the Administrative Agent or any Lender, such other information (other than Applicable Confidential Information) about the financial condition, properties and operations of any Company as the Administrative Agent or such Lender may from time to time reasonably request, which information shall be submitted in form and detail reasonably satisfactory to the Administrative Agent or such Lender and certified by a Financial Officer of the Company or Companies in question; provided that (i) in no event shall the Borrower be required to provide interim drafts of financial statements or reports, and (ii) so long as no Default of Event of Default exists, no information regarding same-store sales by brand or unit-level sales shall be required to be disclosed to the Administrative Agent or any Lender unless and until such information is publicly reported by the Borrower in the Borrowers filings with the SEC.

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The Borrower hereby acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a) and (b) above are hereby deemed to be Borrower materials suitable for distribution, and to be made available, to public Lenders and may be treated by the Administrative Agent and the Lenders as if the same had been marked PUBLIC.

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Section 5.4. Financial Records. The Borrower shall at all times maintain true and complete records and books of account for the Companies (on Consolidated basis), including, without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with GAAP, and at all reasonable times (during normal business hours and upon notice to such Company) permit the Administrative Agent or any Lender, or any representative of the Administrative Agent or such Lender, to examine such Companys books and records and to make excerpts therefrom and transcripts thereof; provided that, unless an Event of Default has occurred and is continuing, (A) the Administrative Agent (or any lender) shall be limited to one such inspection during each fiscal year of the Borrower, and (B) such inspection shall be at the sole expense of the Administrative Agent or such Lender, as the case may be.

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Section 5.5. Franchises; Change in Business.

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(a) Each Company (other than a Dormant Subsidiary) shall preserve and maintain at all times its existence, and its rights and franchises necessary for its business, except as otherwise permitted pursuant to Section 5.12 hereof.

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(b) No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken as a whole would be substantially changed from the general nature of the business the Companies are engaged in on the Closing Date.

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Section 5.6. ERISA Pension and Benefit Plan Compliance. Except to the extent such event or occurrence could not reasonably be expected to have a Material Adverse Effect, (a) the Borrower shall furnish to the Administrative Agent and the Lenders as soon as possible and in any event within 30 days after any Company knows or has reason to know that a Controlled Group member has filed any notice of intent to terminate any Pension Plan, a copy of such notice, (b) the Borrower shall furnish to the Administrative Agent and the Lenders as soon as possible and in any event within 30 days after any Company knows or has reason to know that an application for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 has been filed with respect to any Pension Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that a Controlled Group member proposes to take with respect thereto, together with copy of any notice filed with the PBGC or IRS pertaining thereto, and (c) the Borrower shall furnish to the Administrative Agent and the Lenders as soon as possible and in any event within 30 days after any Company knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company. The Borrower shall promptly notify the Administrative Agent of any material taxes assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan or of any material increase in a Companys liability under an ERISA Plan. As used in this Section 5.6, material means the measure of a matter of significance that shall be determined as being an amount equal to 5% of Consolidated Net Worth.

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Section 5.7. Financial Covenants.

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(a) Leverage Ratio. The Borrower shall not permit the Leverage Ratio as of the end of any Quarterly Reporting Period occurring during any of the periods set forth below to exceed the ratio set forth opposite such period:

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Period			Ratio
Closing Date	through	September 29, 2014	5.75	to	1.00
September 30, 2014	through	December 29, 2014	5.75	to	1.00
December 30, 2014	through	March 30, 2015	5.50	to	1.00
March 31, 2015	through	June 29, 2015	5.50	to	1.00
June 30, 2015	through	September 28, 2015	5.25	to	1.00
September 29, 2015	through	December 28, 2015	5.25	to	1.00
December 29, 2015	through	March 28, 2016	5.00	to	1.00
March 29, 2016	through	June 27, 2016	4.75	to	1.00
June 28, 2016	through	September 26, 2016	4.25	to	1.00
September 27, 2016	through	January 2, 2017	4.00	to	1.00
January 3, 2017	through	April 3, 2017	4.00	to	1.00
April 4, 2017	through	July 3, 2017	3.75	to	1.00
July 4, 2017	through	October 2, 2017	3.75	to	1.00
October 3, 2017	through	January 1, 2018	3.50	to	1.00
January 2, 2018	through	April 2, 2018	3.50	to	1.00
April 3, 2018	through	July 2, 2018	3.25	to	1.00
July 3, 2018	through	October 1, 2018	3.25	to	1.00
October 2, 2018	through	December 31, 2018	3.25	to	1.00
January 1, 2019	through	the Term Loan Maturity Date	3.00	to	1.00

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(b) Capital Expenditures. The Borrower shall not permit the aggregate amount of Capital Expenditures made by the Borrower and the Subsidiaries in any period set forth below to exceed the amount set forth below for such period:

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Period	Amount
Closing Date through December 29, 2014	$29,500,000
December 30, 2014 through December 28, 2015	$45,500,000
December 29, 2015 through January 2, 2017	$45,800,000
January 3, 2017 through January 1, 2018	$52,500,000
January 2, 2018 through December 31, 2018	$53,700,000
January 1, 2019 through the Term Loan Maturity Date	$58,600,000

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Notwithstanding the foregoing, the amount of permitted Capital Expenditures set forth above in respect of any period set forth above (commencing with the period ending on December 31, 2015) shall be increased by 50% of (a) the amount of unused permitted Capital Expenditures for the immediately preceding period set forth above less (b) an amount (if any) equal to unused Capital Expenditures previously carried forward to such preceding period set forth above.

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(c) ��Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio as of the end of any Quarterly Reporting Period occurring during any of the periods set forth below (with respect to the four Quarterly Reporting Periods then ended) to be less than the ratio set forth opposite such period:

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Period			Ratio
Closing Date	through	September 29, 2014	2.00	to	1.00
September 30, 2014	through	December 29, 2014	2.00	to	1.00
December 30, 2014	through	March 30, 2015	2.00	to	1.00
March 31, 2015	through	June 29, 2015	2.00	to	1.00
June 30, 2015	through	September 28, 2015	2.25	to	1.00
September 28, 2015	through	December 28, 2015	2.25	to	1.00
December 29, 2015	through	March 28, 2016	2.25	to	1.00
March 29, 2016	through	June 27, 2016	2.50	to	1.00
June 28, 2016	through	September 26, 2016	2.75	to	1.00
September 27, 2016	through	January 2, 2017	2.75	to	1.00
January 3, 2017	through	April 3, 2017	3.00	to	1.00
April 4, 2017	through	July 3, 2017	3.00	to	1.00
July 4, 2017	through	October 2, 2017	3.25	to	1.00
October 3, 2017	through	January 1, 2018	3.25	to	1.00
January 2, 2018	through	April 2, 2018	3.25	to	1.00
April 3, 2018	through	July 2, 2018	3.50	to	1.00
July 3, 2018	through	October 1, 2018	3.50	to	1.00
October 2, 2018	through	December 31, 2018	3.50	to	1.00
January 1, 2019	through	the Term Loan Maturity Date	3.75	to	1.00

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Section 5.8. Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following:

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(a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement;

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(b) any loans granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed $10,000,000 at any time outstanding;

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(c) the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date);

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(d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party;

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(e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes;

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(f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guaranties and similar obligations not incurred in connection with the borrowing of money, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

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(g) unsecured Indebtedness resulting from the financing of insurance premiums (with the insurance company providing such financing) in the ordinary course of business and consistent with past business practices of such Company;

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(h) Indebtedness in respect of bank overdrafts or returned items incurred in the ordinary course of business;

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(i) unsecured Indebtedness arising from agreements of the Borrower or any Subsidiary of the Borrower providing for indemnification, customary working capital adjustments of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 5.12 hereof or any investment permitted under Sections 5.11 hereof;

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(j) payment obligations in connection with self-insurance or similar obligations provided by any Credit Party in the ordinary course of business, and obligations owed to any Person in connection with workers compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to any Credit Party pursuant to reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business;

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(k) Indebtedness arising from agreements of any Credit Party providing for indemnification, customary working capital adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 5.12(f) hereof or any investment permitted under Sections 5.11(ix) hereof or 5.11(x) hereof;

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(l) unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount for all Foreign Subsidiaries not to exceed $1,000,000 at any time outstanding, so long as no Credit Party is liable, directly or indirectly, for such Indebtedness;

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(m) unsecured obligations under any deferred compensation plan of the Borrower or any of its Subsidiaries to the extent constituting Indebtedness, so long as (i) such obligations are funded into a Rabbi trust within 30 days of the date such compensation is deferred, and (ii) the aggregate amount of such deferred compensation obligations are not, at any time, in excess of the funds held in such trusts; and

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(n) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed $2,000,000 at any time outstanding.

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Section 5.9. Liens. No Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.9 shall not apply to the following:

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(a) Liens for taxes that are not delinquent, that remain payable without penalty or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;

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(b) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers, warehousers, utilities, mechanics, repairmen, workers and materialmen, incurred in the ordinary course of its business or incidental to the ownership of its property and assets, which Liens are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

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(d) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby shall not be increased;

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(e) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired;

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(f) easements, rights-of-way, reservations, conditions, zoning, title exceptions and other restrictions, building codes, use laws or minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company;

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(g) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.8 hereof;

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(h) licenses, leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary course of business of any Company, or resulting in a material diminution in the value of any Collateral;

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(i) Liens incurred by a Company consisting of prepayments and security deposits in connection with leases, subleases, licenses, sublicenses, use an occupancy agreements, utility services and similar transactions entered into by the applicable Company in the ordinary course of business and not required as a result of any breach of any agreement or default in payment of any obligation;

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(j) Liens incurred in connection with the incurrence of Indebtedness for the purchase of real property in an amount not to exceed $1,000,000 at any time outstanding;

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(k) Liens (other than any Lien imposed by ERISA) consisting of pledges, deposits or bonds required in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory, regulatory or contractual obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

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(l) Liens in favor of collecting banks arising under Section 4-208 of the Uniform Commercial Code from time to time in effect in any applicable jurisdiction;

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(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business;

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(n) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;

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(o) Liens incurred by any Company attaching solely to cash earnest money deposits made by any Company in connection with any letter of intent or purchase agreement;

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(p) Liens incurred by the Companies arising under Section 2-504 of the Uniform Commercial Code from time to time in effect in any applicable jurisdiction;

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(q) Liens on property, and only such property, which is the subject of any unconsummated asset purchase agreement in connection with an asset disposition permitted hereunder, which Liens arise solely under Article 2 of the U.C.C. and secure the obligation of the Credit Parties under such agreement;

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(r) precautionary filings of financing statements under the Uniform Commercial Code from time to time in effect in any applicable jurisdiction in respect of operating leases or consignments entered into by the Companies in the ordinary course of business;

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(s) the Lien of VNO MM License LLC, a Delaware limited liability company, on the equity interests of JCSMM-NJ, to the extent required by the JCSMM-NJ LLC Agreement; or

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(t) other Liens, in addition to the Liens listed above, securing amounts, in the aggregate for all Companies, not to exceed $2,000,000 at any time.

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No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company.

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Section 5.10. Regulations T, U and X. No Company shall take any action that would result in any non-compliance of the Loans or Letters of Credit with Regulations T, U or X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

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Section 5.11. Investments, Loans and Guaranties. No Company shall (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind (other than a Guarantor of Payment under the Loan Documents); provided that this Section 5.11 shall not apply to the following:

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(i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business;

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(ii) any investment in direct obligations of the United States of America or in certificates of deposit issued by a member bank (having capital resources in excess of $500,000,000) of the Federal Reserve System;

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(iii) any investment in commercial paper or securities that at the time of such investment is assigned the highest quality rating in accordance with the rating systems employed by either Moodys or Standard & Poors;

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(iv) the holding of each of the Subsidiaries listed on Schedule 6.1 hereto, and the creation, acquisition and holding of and any investment in any new Subsidiary after the Closing Date so long as such new Subsidiary shall have been created, acquired or held, and investments made, in accordance with the terms and conditions of this Agreement;

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(v) loans to, investments in and guaranties of the Indebtedness (permitted under Section 5.8(d) hereof) of, a Company from or by a Company so long as each such Company is a Credit Party;

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(vi) investments acquired by a Company in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers;

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(vii) extensions of trade credit by a Company in the ordinary course of business if payable or dischargeable in accordance with customary terms;

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(viii) any advance or loan to an employee (other than an executive officer) of a Company made in the ordinary course of such Companys business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of $250,000 at any time outstanding;

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(ix) investments in Deposit Accounts and Securities Accounts opened in the ordinary course of business and in compliance with terms of the Loan Documents;

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(x) any Permitted Investments, so long as, both prior to and after giving pro forma effect to any such Permitted Investment, (A) the Leverage Ratio is less than 3.75 to 1.00, and (B) no Default or Event of Default shall exist;

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(xi) to the extent constituting an investment, Consolidated Capital Expenditures;

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(xii) to the extent constituting an investment, prepayments and deposits to suppliers, prepaid expenses or lease, utility and other similar deposits made in the ordinary course of business;

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(xiii) other investments (valued at cost at the time of each investment) made after the Closing Date in an aggregate amount not to exceed $2,000,000 at any time outstanding;

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(xiv) endorsements for collection or deposit in the ordinary course of business;

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(xv) contingent obligations of the Companies and their Subsidiaries existing as of the Closing Date and listed on Schedule 5.11 hereof, including extension and renewals thereof which do not increase the amount of such contingent obligation as of the date of such extension or renewal;

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(xvi) contingent obligations of the Companies and their Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations;

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(xvii) contingent obligations of the Companies and their Subsidiaries arising under indemnity agreements to title insurers to cause such title insurers to issue the Administrative Agent title insurance policies;

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(xviii) contingent obligations of the Companies and their Subsidiaries arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 5.12(f) hereof;

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(xix) contingent obligations arising under Letters of Credit;

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(xx) indemnities, product warranties and other contingent obligations provided by the Companies in the ordinary course of business;

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(xxi) investments received by one or more Companies as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.12(f) hereof;

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(xxii) investments made by any Company that is not a Credit Party that are consistent with the past practices of the Companies;

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(xxiii) investments in liquor licenses acquired by the Companies in the ordinary course of business;

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(xxiv) guaranties of payment and performance obligations (but not guaranties of Indebtedness) of a Company, in its capacity as a franchisor, owing to a franchisee under a franchise agreement, so long as such obligations are incurred by such Company in the ordinary course of business in its capacity as a franchisor; or

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(xxv) other contingent obligations not related to the incurring of Indebtedness and not exceeding $1,000,000 in the aggregate at any time outstanding.

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For purposes of this Section 5.11, the amount of any investment in equity interests shall be based upon the initial amount invested and shall not include any appreciation in value but shall take into account repayments, redemptions, return of capital and any other return on such investment.

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Section 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

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(a) a Company (other than the Borrower) may merge with (i) the Borrower (provided that the Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment (provided that at least one Guarantor of Payment shall be the continuing or surviving Person);

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(b) a Company (other than the Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) the Borrower or (ii) any Guarantor of Payment;

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(c) a Company (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Company;

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(d) a Company may enter into Sale/Leaseback Transactions in connection with the development of a restaurant, so long as the aggregate amount of all Sale/Leaseback Transactions for all Companies, (i) during any fiscal year of Borrower, does not exceed $10,000,000, and (ii) during the term of this Agreement, does not exceed $30,000,000 in the aggregate;

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(e) a Company may sell, lease, transfer or otherwise dispose of any assets (including, without limitation, intellectual property) that are obsolete or no longer useful in such Companys business;

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(f) a Company may sell or dispose of its assets (not otherwise permitted hereunder ) for fair market value so long as (i) at the time of any sale or disposition, no Event of Default shall exist or shall result from such sale or disposition, (ii) not less than 75% of the aggregate sales price from such sale or disposition shall be paid in cash, (iii) the aggregate fair market value of all assets so sold by the Companies, together, shall not exceed (A)�$15,000,000 per fiscal year of the Borrower, and (B)�$30,000,000 in the aggregate during the term of this Agreement, and (iv) after giving effect to such sale or disposition, the Companies are in compliance on a pro forma basis with the covenant set forth in Section 5.7(a) hereof, recomputed for the most recent Quarterly Reporting Period for which financial statements have been delivered pursuant to Section 5.3 hereof; provided that, notwithstanding anything in this subsection (f) to the contrary, a Company may sell or dispose of its assets in excess of the basket limitations set forth in subpart (iii) above, so long as both before and immediately after giving effect to such sale or disposition, (1) each of the conditions set forth in subparts (i), (ii) and (iv) above are satisfied, and (2) the Borrower shall have demonstrated, on a pro forma basis after giving effect to such sale or disposition and any prepayment of the Loans by the Borrower with the proceeds of such sale or disposition, that the Leverage Ratio is less than or equal to the Leverage Ratio in effect immediately prior to such sale or disposition.

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(g) a Company may grant licenses, sublicenses, leases or subleases to third parties in the ordinary course of business not interfering in any material respect with the business of the Companies;

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(h) a Company may make dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of such Company, or any disposition of property or assets subject to an insurance claim or condemnation proceeding;

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(i) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof;

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(j) a Company may conduct trade-ins and exchanges of equipment with third parties in the ordinary course of business to the extent substantially comparable (or better) equipment useful in the operation of the business of any Company is obtained in exchange therefor; and

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(k) a Company may make dispositions resulting from sales or discounting in the ordinary course of business of past due Accounts in connection with the collection or compromise thereof;

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provided that nothing in this Section 5.12 shall be construed to limit the trading of cash equivalents or the termination of Hedge Agreements by any Company in the ordinary course of business.

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Section 5.13. Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as such Acquisition meets all of the following requirements:

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(i) in the case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower shall be the surviving entity;

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(ii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity;

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(iii) the business to be acquired shall be similar, or related to, or incidental or complimentary to the lines of business of the Companies;

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(iv) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist;

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(v) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired;

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(vi) if applicable to the business to be acquired, then such business has Restaurant Level Profits, subject to pro forma adjustments reasonably acceptable to the Administrative Agent and the Required Lenders, for the most recent four quarters prior to the acquisition date for which financial statements are available, greater than $0.00;

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(vii) both prior to and after giving pro forma effect to such Acquisition, the Leverage Ratio would not exceed the maximum Leverage Ratio then permitted under Section 5.7(a);

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(viii) the aggregate Consideration (exclusive of proceeds used for such Acquisition from (1) new issuances of equity, (2) Revolving Loans made in conjunction with an increase in the Revolving Credit Commitment pursuant to Section 2.10(b) hereof and (3) any Term Loan Increase or Additional Term Loan Facility provided pursuant to Section 2.10(b) hereof) (A)�paid for all Acquisitions for all Companies, during any fiscal year of the Borrower, does not exceed $25,000,000; and (B) paid for all Acquisitions for all Companies, during the term of this Agreement, does not exceed $75,000,000;

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(ix) [reserved]; and

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(x) after giving effect to such Acquisition, the Revolving Credit Availability shall be not less than $10,000,000.

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Section 5.14. Notice. The Borrower shall cause a Financial Officer to promptly notify the Administrative Agent and the Lenders, in writing, whenever any of the following shall have occurred:

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(a) a Default or Event of Default has occurred hereunder;

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(b) the Borrower learns of a litigation or proceeding against the Borrower before a court, administrative agency or arbitrator that, if successful, could reasonably be expected to have a Material Adverse Effect; and

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(c) the Borrower learns that there has occurred or begun to exist any event, condition or thing that could reasonably be expected to have a Material Adverse Effect.

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Section 5.15. Restricted Payments. No Company shall make or commit itself to make any Restricted Payment at any time, except that:

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(a) so long as no Default or Event of Default shall then exist or, after giving pro forma effect to such payment, thereafter shall begin to exist, the Borrower may pay or commit itself to pay, in cash to shareholders of the Borrower, Capital Distributions in an aggregate amount not to exceed the aggregate Available Basket Amount at the time of the making of such Restricted Payment, so long as the Leverage Ratio is less than 3.00 to 1.00 both prior to and after giving pro forma effect to any such payment; and

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(b) so long as no Default or Event of Default shall then exist or, after giving pro forma effect to such payment, thereafter shall begin to exist, the Borrower may repurchase its capital stock for payment of withholding taxes in connection with employee stock option incentive plans.

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Section 5.16. Environmental Compliance. Each Company shall comply in all respects with any and all Environmental Laws and Environmental Permits including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, except where the failure to comply would not result in a material expenditure or loss to such Company. The Borrower shall furnish to the Administrative Agent and the Lenders, within ten Business Days after receipt thereof, a copy of any notice any Company may receive from any Governmental Authority or private Person, or otherwise, that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, including as relates to any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs any of its operations, in violation of any Environmental Law, except where the release or disposal or the failure to comply would not result in a material expenditure or loss to such Company. As used in this Section 5.16, litigation or proceeding means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise. The Borrower shall defend, indemnify and hold the Administrative Agent and the Lenders harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

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Section 5.17. Affiliate Transactions. No Company shall, directly or indirectly, enter into or permit to exist any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other than a Company that is a Credit Party or a Foreign Subsidiary) on terms that shall be less favorable to such Company than those that might be obtained at the time in a transaction with a Person that is not an Affiliate; provided that the foregoing shall not prohibit (a) the payment of customary and reasonable directors fees to directors who are not employees of a Company or an Affiliate, (b) transactions with Affiliates expressly permitted by this Agreement, (c) any issuances by the Companies of awards or grants of equity securities, stock options and stock ownership plans approved by such Companies board of directors, (d) customary indemnities to, and expense reimbursements of, officers and directors of the Companies, and (e) any issuance of stock permitted by this Agreement.

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Section 5.18. Use of Proceeds. The Borrower shall (i)�use the proceeds of the Loans made on the Closing Date to consummate the Transactions and to the extent proceeds remain after the foregoing uses, for working capital and other general corporate purposes of the Companies, including Acquisitions permitted hereunder and (ii)�use the proceeds of the Loans made after the Closing Date, for working capital and other general corporate purposes of the Companies, including Acquisitions permitted hereunder.

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Section 5.19. Corporate Names and Locations of Collateral. No Company shall (a) change its corporate name, or (b) change its state, province or other jurisdiction, or form of organization, or extend or continue its existence in or to any other jurisdiction (other than its jurisdiction of organization at the date of this Agreement); unless, in each case, the Borrower shall have provided the Administrative Agent with at least 30 days prior written notice thereof. The Borrower shall also provide the Administrative Agent with at least 30 days prior written notification of any change in the location of any Companys chief executive office. In the event of any of the foregoing or if otherwise deemed appropriate by the Administrative Agent, the Borrower hereby authorizes the Administrative Agent to file new U.C.C. Financing Statements describing the Collateral and otherwise in form and substance sufficient for recordation wherever necessary or appropriate, as determined in the Administrative Agents reasonable discretion, to perfect or continue perfected the security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral. The Borrower shall pay all filing and recording fees and taxes in connection with the filing or recordation of such U.C.C. Financing Statements and security interests and shall promptly reimburse the Administrative Agent therefor if the Administrative Agent pays the same. Such amounts not so paid or reimbursed shall be Related Expenses hereunder.

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Section 5.20. [Reserved]

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Section 5.21. Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest.

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(a) Guaranties and Security Documents. Each Material Domestic Subsidiary created, acquired or held subsequent to the Closing Date, shall promptly execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, a Guaranty of Payment (or a Guaranty of Payment Joinder) of all of the Obligations, a Security Agreement (or a Security Agreement Joinder) or a Pledge Agreement, such agreements to be prepared by the Administrative Agent and in form and substance acceptable to the Administrative Agent, along with any such other supporting documentation, Security Documents, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by the Administrative Agent.

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(b) Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Domestic Subsidiary or first-tier Foreign Subsidiary of the Borrower or a Domestic Subsidiary, the Borrower shall deliver, or cause the applicable Credit Party to deliver, to the Administrative Agent, for the benefit of the Secured Parties, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include (i) shares of capital stock or other equity interests of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary, and (ii) shares of voting capital stock or other voting equity interests in any first-tier Foreign Subsidiary in excess of 65% of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier Foreign Subsidiary.

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(c) Perfection or Registration of Interest in Foreign Shares. With respect to any foreign shares pledged to the Administrative Agent, for the benefit of the Secured Parties, on or after the Closing Date, the Administrative Agent shall at all times, in the discretion of the Administrative Agent or the Required Lenders, have the right to perfect, at the Borrowers cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its security interest in such shares in the respective foreign jurisdiction. Such perfection may include the requirement that the applicable Credit Party promptly execute and deliver to the Administrative Agent a separate pledge document (prepared by the Administrative Agent and in form and substance satisfactory to the Administrative Agent), covering such equity interests, that conforms to the requirements of the applicable foreign jurisdiction, together with an opinion of local counsel as to the perfection of the security interest provided for therein, and all other documentation necessary or desirable to effect the foregoing and to permit the Administrative Agent to exercise any of its rights and remedies in respect thereof.

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Section 5.22. Collateral. The Borrower shall:

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(a) promptly notify the Administrative Agent in writing upon the acquisition or creation by any Credit Party of a Deposit Account or Securities Account not listed on the notice provided to the Administrative Agent pursuant to Section 6.19 hereof, and, within 30 days of the creation of such Deposit Account or Securities Account (unless a longer period is agreed to in writing by the Administrative Agent), provide for the execution of a Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto, if required by the Administrative Agent or the Required Lenders; provided that a Control Agreement shall not be required for (i) an Excluded Deposit Account, or (ii) other Deposit Accounts or Securities Accounts, so long as (A) the balance of any such Deposit Account or Securities Account does not exceed $250,000 at any time, and (B) the aggregate balance in all Deposit Accounts and Securities Accounts that are not subject to a Control Agreement does not exceed $750,000 at any time;

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(b) use commercially reasonable efforts to deliver to the Administrative Agent an assignment of the Landlords Waivers for the locations listed on Schedule 6.9(c) hereto obtained in connection with the Existing Credit Agreement.

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(c) promptly notify the Administrative Agent in writing whenever the Equipment or Inventory of a Company with a value in excess of $250,000 is located at a location of a third party (other than another Company) that is not listed on Schedule 6.9(a) hereto and use commercially reasonable efforts to deliver a bailees waiver, processors waiver, Landlords Waiver or similar document or notice that may be required by the Administrative Agent or the Required Lenders (it being understood and agreed that no Company shall be required to make any concessions or payments to any landlord to induce such landlord to deliver a Landlords Waiver);

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(d) promptly notify the Administrative Agent and the Lenders in writing of any information that the Borrower has or may receive with respect to the Collateral that might reasonably be determined to materially and adversely affect the value thereof or the rights of the Administrative Agent and the Lenders with respect thereto;

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(e) maintain the Borrowers Equipment in good operating condition and repair, ordinary wear and tear, casualty and condemnation excepted, except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Borrower;

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(f) deliver to the Administrative Agent, to hold as security for the Secured Obligations, within ten Business Days after the written request of the Administrative Agent, all certificated Investment Property and any tangible chattel paper owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent;

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(g) provide to the Administrative Agent, on a quarterly basis (as necessary), a list of any patents, trademarks or copyrights that have been federally registered by the Borrower or a Domestic Subsidiary during such quarter, and provide for the execution of an appropriate Intellectual Property Security Agreement by the Borrower or such Domestic Subsidiary, as applicable; and

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(h) upon request of the Administrative Agent, promptly take such action and promptly make, execute and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Administrative Agent may from time to time deem reasonably necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the Administrative Agent and the Lenders their respective rights hereunder and in or to the Collateral.

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The Borrower hereby authorizes the Administrative Agent, on behalf of the Lenders, to file U.C.C. Financing Statements or other appropriate notices with respect to the Collateral that describe the Collateral as all assets of the Borrower or words of similar effect or of a lesser scope or greater detail. If certificates of title or applications for title are issued or outstanding with respect to any of the Inventory or Equipment of the Borrower, the Borrower shall, upon request of the Administrative Agent, (i) execute and deliver to the Administrative Agent a short form security agreement, prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver such certificate or application to the Administrative Agent and cause the interest of the Administrative Agent, for the benefit of the Secured Parties, to be properly noted thereon. All Related Expenses are payable to the Administrative Agent upon demand therefor.

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Section 5.23. Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. The Borrower shall provide the Administrative Agent with prompt written notice with respect to any owned real property with a value in excess of $1,000,000 or personal property (other than Accounts, Inventory, Equipment and General Intangibles and other personal property acquired in the ordinary course of business or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Company subsequent to the Closing Date. In addition to and without limiting any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement, the Security Documents or otherwise, upon written request of the Administrative Agent, whenever made, the Borrower shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Secured Parties, as additional security for the Secured Obligations, a first Lien on any owned real property with a value in excess of $1,000,000 and any personal property of the Borrower and each Guarantor of Payment (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest that is junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien; provided that, if, at any time, the Companies own real property that is not subject to a mortgage and that has an aggregate value of greater than $3,000,000, the Borrower shall promptly cause one or more Companies to grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in such real property, so that the aggregate amount of owned real property of the Companies that is not subject to a mortgage is less than or equal to $3,000,000 and if the applicable Company is not a Guarantor of Payment and is a Material Domestic Subsidiary, cause such Company to become a Guarantor of Payment. The Borrower agrees that, within ten days after the date of such written request, to secure all of the Secured Obligations by delivering, or causing the applicable Guarantor of Payment to deliver, to the Administrative Agent security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as the Administrative Agent may require. The Borrower shall pay all recordation, legal and other expenses in connection therewith.

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Section 5.24. Restrictive Agreements. Except as set forth in this Agreement, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to the Borrower, (b) make, directly or indirectly, loans or advances or capital contributions to the Borrower or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to the Borrower; except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (iii) customary restrictions in security agreements or mortgages securing Indebtedness, or capital leases, of a Company to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease, (iv) restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the disposition of all or substantially all of the assets or capital stock of such Subsidiary, (v) customary restrictions in agreements executed by Foreign Subsidiaries in connection with foreign financing arrangements, (vi) any agreement in effect (or any amendment or replacement thereof containing terms no more restrictive than those contained in such agreement being amended or replaced) on the date hereof and set forth on Schedule 5.24 hereof, or (vii) any agreement assumed in connection with any Acquisition permitted hereunder or otherwise approved by the Required Lenders, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

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Section 5.25. Other Covenants and Provisions. In the event that any Company shall enter into, or shall have entered into, any Material Indebtedness Agreement (specifically excluding any Material Indebtedness Agreement that is an operating lease), wherein the financial covenants and defaults contained therein shall be more restrictive than the financial covenants and defaults set forth herein, then the Companies shall immediately be bound hereunder (without further action) by such more restrictive financial covenants and defaults with the same force and effect as if such financial covenants and defaults were written herein. In addition to the foregoing, the Borrower shall provide prompt written notice to the Administrative Agent of the creation or existence of any Material Indebtedness Agreement that has such more restrictive provisions, and shall, within 15 days thereafter (if requested by the Administrative Agent or the Lenders), execute and deliver to the Administrative Agent an amendment to this Agreement that incorporates such more restrictive provisions, with such amendment to be in form and substance satisfactory to the Administrative Agent and the Required Lenders.

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Section 5.26. Amendment of Material Documents. No Company shall (a) permit any waiver, supplement, modification, amendment, termination or release of any Material Indebtedness Agreement pursuant to which Material Indebtedness that is (x)�expressly subordinated in right of payment to the Obligations or (y)�secured by a junior priority security interest in the Collateral of the Borrower or any other Company is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower, any other Company or the Lenders or (b)�without the prior written consent of the Administrative Agent, (x) amend its Organizational Documents in any manner adverse to the Lenders or (y) amend its Organizational Documents to change its name or state, province or other jurisdiction of organization, or its form of organization or

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Section 5.27. Fiscal Year of Borrower. The Borrower shall not change the date of its fiscal year end without the prior written consent of the Administrative Agent and the Required Lenders.

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Section 5.28. Advertising Materials. After the Closing Date, the Administrative Agent or any Lender, with the prior written consent of the Borrower, may (a) place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as the Administrative Agent or any Lender may choose, and (b) circulate similar promotional materials, including in the form of a tombstone or otherwise describing the names of the Companies, and the amount, type and Closing Date of the Transactions.

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Section 5.29. Lender Calls. No later than 10 Business Days after the delivery of any annual audit report pursuant to Section 5.3(b), upon the request of the Administrative Agent or Required Lenders after such delivery, the chief financial officer (or other officer with similar duties) of the Borrower shall participate in one conference call per fiscal year with the Administrative Agent and the Lenders to discuss in reasonable detail such annual audit report and the financial condition and results of operations of the Borrower and its Subsidiaries, as well as to answer any reasonable questions from the Administrative Agent or any Lender.

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Section 5.30. Further Assurances. The Borrower shall, and shall cause each other Credit Party to, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or the Required Lenders through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

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ARTICLE VI. REPRESENTATIONS AND WARRANTIES

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The Borrower represents and warrants to the Administrative Agent and the Lenders that:

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Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification. Each Company is duly organized, validly existing and in good standing (or comparable concept in the applicable jurisdiction) under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing (or comparable concept in the applicable jurisdiction) as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 hereto, which are all of the states or jurisdictions where the character of its property or its business activities makes such qualification necessary, except where a failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Each Foreign Subsidiary is validly existing under the laws of its jurisdiction of organization. Schedule 6.1 hereto sets forth, as of the Closing Date, each Subsidiary of the Borrower (and whether such Subsidiary is a Material Domestic Subsidiary), its state (or jurisdiction) of formation, its relationship to the Borrower, including the percentage of each class of stock or other equity interest owned by a Company, each Person that owns the stock or other equity interest of each Company, the location of its chief executive office and its principal place of business. Except as set forth on Schedule 6.1 hereto, the Borrower, directly or indirectly, owns all of the equity interests of each of its Subsidiaries.

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Section 6.2. Corporate Authority. Each Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which each Credit Party is a party have been duly authorized and approved by such Credit Partys board of directors or other governing body, as applicable, and are the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered at equity or law). The execution, delivery and performance of the Loan Documents do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under Section 5.9 hereof) upon any assets or property of any Company under the provisions of, such Companys Organizational Documents or any material agreement to which such Company is a party.

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Section 6.3. Compliance with Laws and Contracts. Each Company:

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(a) holds material permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from any Governmental Authority necessary for the conduct of its business and is in compliance with all applicable laws relating thereto, except where the failure to do so would not have a Material Adverse Effect;

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(b) is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to be in compliance would not have a Material Adverse Effect;

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(c) is not in violation of or in default under any material agreement to which it is a party or by which its assets are subject or bound, except with respect to any violation or default that would not have a Material Adverse Effect;

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(d) has ensured that no Person who owns a controlling interest in a Company or otherwise controls a Company is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (OFAC), Department of the Treasury, or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (ii) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive orders or (iii)�currently subject to any sanctions administered by the United Nations Security Council, the European Union or Her Majestys Treasury of the United Kingdom.

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(e) is in compliance with all applicable Bank Secrecy Act (BSA) and anti-money laundering laws and regulations; and

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(f) is in compliance with the Patriot Act.

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Section 6.4. Litigation and Administrative Proceedings. Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or, to the knowledge of any Company, threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal, that, in each case, could reasonably be expected to have a Material Adverse Effect, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound that could reasonably be expected to have a Material Adverse Effect, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining that could reasonably be expected to have a Material Adverse Effect not fully covered by insurance and which is likely to result in any material adverse change in the Borrowers or any Subsidiarys business, operations, properties or assets or its condition, financial or otherwise.

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Section 6.5. Title to Assets. Each Company has good title to and ownership of all property it purports to own that is material to the ordinary conduct of its business, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof. As of the Closing Date, the Companies own the real estate listed on Schedule 6.5 hereto.

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Section 6.6. Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company; (b) there is and will be no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any Company is subject to any Lien of any kind. The Administrative Agent, for the benefit of the Secured Parties, upon the filing of the U.C.C. Financing Statements and taking such other actions necessary to perfect its Lien against collateral of the corresponding type as authorized hereunder will have a valid, enforceable and perfected first Lien securing the Obligations on such collateral. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets or a contract or agreement entered into in the ordinary course of business that does not permit Liens on, or collateral assignment of, the property relating to such contract or agreement, in each case to the extent permitted under this Agreement) that exists on (or will exist after) the Closing Date that would prohibit the Administrative Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.

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Section 6.7. Tax Returns. All federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges that are due and payable have been paid, except as otherwise permitted herein or where the failure to do so does not and will not cause or result in a Material Adverse Effect. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year.

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Section 6.8. Environmental Laws. Each Company is in compliance with all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise, except where the release, transport, treatment or disposal (or arrangement for any of the foregoing) or the failure to comply would not result in a material expenditure or loss to such Company. No litigation or proceeding arising under, relating to or in connection with any Environmental Law or Environmental Permit is pending or, to the knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being remediated in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law, except where the release or disposal or the failure to comply would not result in a material expenditure or loss to such Company. As used in this Section 6.8, litigation or proceeding means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise.

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Section 6.9. Locations. As of the Closing Date, the Credit Parties have places of business or maintain their Accounts, Inventory and Equipment at the locations (including third party locations) set forth on Schedule 6.9(a) hereto, and each Credit Partys chief executive office is set forth on Schedule 6.9(a) hereto. Schedule 6.9(a) hereto further specifies whether each location, as of the Closing Date, (a) is owned by the Credit Parties, or (b) is leased by a Credit Party from a third party. Schedule 6.9(b) hereto specifies those locations leased by a Credit Party from a third party where a Landlords Waiver was requested under the Existing Credit Agreement. Schedule 6.9(c) hereto specifies those locations leased by a Credit Party from a third party where a Landlords Waiver has been requested under this Agreement.

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Section 6.10. Continued Business. There exists no actual, pending, or, to the Borrowers knowledge, any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company, and there exists no present condition or state of facts or circumstances that would have a Material Adverse Effect or prevent a Company from conducting such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.

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Section 6.11. Employee Benefits Plans. Except to the extent not reasonably expected to have a Material Adverse Effect, (a) no ERISA Event has occurred or is expected to occur, (b) each ERISA Plan and any associated trust operationally complies in all material respects with the applicable requirements of Code Section 401(a), (c) each ERISA Plan and any associated trust has received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), and (d) there are no existing or pending (or, to the knowledge of a Company, threatened) claims, actions, suits, audits or investigations with respect to an ERISA Plan or Pension Plan, other than routine claims for benefits.

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Section 6.12. Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person is required to be obtained or completed by any Company in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed.

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Section 6.13. Solvency. The Borrower, on a Consolidated basis, has received consideration that is the reasonably equivalent value of the obligations and liabilities that the Borrower, on a Consolidated basis, has incurred to the Administrative Agent and the Lenders, taking into consideration the rights of contribution from other Persons. The Borrower, on a Consolidated basis, is not insolvent as defined in any applicable state, federal or relevant foreign statute, nor will the Borrower, on a Consolidated basis, be rendered insolvent by the execution and delivery of the Loan Documents to the Administrative Agent and the Lenders, taking into consideration the rights of contribution from other Persons. The Borrower, on a Consolidated basis, is not engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to the Administrative Agent and the Lenders incurred hereunder, as well as the rights of contribution from other Persons. The Borrower, on a Consolidated basis, does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

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Section 6.14. Financial Statements. The audited Consolidated financial statements of the Borrower for the fiscal year ended December 31, 2013, furnished to the Administrative Agent and the Lenders, are true and complete, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the date of such financial statements and the results of their operations for the period then ending. Since the date of such statements, there has been no material adverse change in any Companys financial condition, properties or business or any change in any Companys accounting procedures.

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Section 6.15. Regulations. No Company is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor the use of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other Regulation of such Board of Governors.

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Section 6.16. Material Agreements. Except as disclosed on Schedule 6.16 hereto, as of the Closing Date, no Company is a party to any (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to or by it; (d) contract, commitment, agreement, or other arrangement with any of its Affiliates (as such term is defined in the Exchange Act) other than a Company; (e) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than 90 days notice without liability; (f) collective bargaining agreement; or (g) other contract, agreement, understanding, or arrangement with a third party; that, as to subsections (a) through (g) above, if violated, breached, or terminated for any reason, would have or would be reasonably expected to have a Material Adverse Effect.

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Section 6.17. Intellectual Property. Each Company owns, or has the right to use, all of the patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights and licenses, and rights with respect to the foregoing, necessary for the conduct of its business without any known conflict with the rights of others. Schedule 6.17 hereto sets forth all federally registered patents, federally registered trademarks, federally registered copyrights and federally registered service marks owned by each Company as of the Closing Date and all license agreements as of the Closing Date pursuant to which each Company licenses federally registered intellectual property (other than so-called off-the-shelf products, shrink wrap software or other software licensed to any Company in the ordinary course of business).

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Section 6.18. Insurance. Each Company maintains with financially sound and reputable insurers insurance with coverage and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.18 hereto sets forth all insurance carried by the Companies on the Closing Date, setting forth in detail the amount and type of such insurance.

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Section 6.19. Deposit Accounts and Securities Accounts. The Borrower has provided to the Administrative Agent a list of all banks, other financial institutions and Securities Intermediaries at which the Borrower and any Guarantor of Payment maintain Deposit Accounts or Securities Accounts as of the Closing Date, which list correctly identifies the name, address and telephone number of each such financial institution or Securities Intermediary, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

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Section 6.20. Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by the Borrower, there is no known fact that any Company has not disclosed to the Administrative Agent and the Lenders that has or is likely to have a Material Adverse Effect.

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Section 6.21. Investment Company; Other Restrictions. No Company is (a) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

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Section 6.22. Defaults. No Default or Event of Default exists, nor will any begin to exist immediately after the execution and delivery hereof.

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Section 6.23. Leases. The Borrower and each Subsidiary (a) have valid leasehold interests in all of the leases material to the operation of their respective business, in each case free and clear of liens prohibited hereby and (b)�have complied with all obligations under all leases to which the Borrower or such Subsidiary, as applicable, is a party, except any violations that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all such leases are valid and subsisting and are in full force.

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Section 6.24. FCPA. No part of the proceeds of any Loan will be used, directly or indirectly, or otherwise made available (i)�for any payments to any officer or employee of a Governmental Authority, or any Person Controlled by a Governmental Authority, or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or the Laws of any other jurisdiction applicable to the Borrower and the Subsidiaries from time to time concerning or relating to bribery or corruption or (ii) to any Person, for the purpose of financing the activities of any Person described in Section 6.3(d).

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Section 6.25. Labor Matters. The hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the FLSA or any other applicable Federal, state, local or foreign law dealing with such matters, except any violations that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All payments due from the Borrower or any Subsidiary, or for which any claim may be made against the Borrower or any other Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Borrower or such Subsidiary, except any payments the failure to make or accrue could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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ARTICLE VII. SECURITY

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Section 7.1. Security Interest in Collateral. In consideration of and as security for the full and complete payment of all of the Secured Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties (and affiliates thereof that hold Secured Obligations), a security interest in the Collateral. The Borrower and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that, with respect to any ITU Application included within the Collateral, to the extent such an ITU Application would, under the Trademark Act, be deemed to be transferred in violation of 15 U.S.C. � 1060(a) as a result of the security interest granted herein, or otherwise invalidated or made unenforceable as a result of the execution or performance of this Agreement, no security interest shall be deemed to have been granted in such ITU Application (notwithstanding the provisions of this Agreement or any other Loan Document) until such time as the circumstances that would give rise to such violation, invalidation or unenforceability no longer exist.

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Section 7.2. Collections and Receipt of Proceeds by Borrower.

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(a) Prior to the exercise by the Administrative Agent and the Required Lenders of their rights under Article IX hereof, any cash, cash equivalents or other property received and retained by the Borrower as a result of (i) the lawful collection and enforcement of all of the Borrowers Accounts or (ii) Proceeds of all of the Borrowers Accounts and Inventory (or constituting such Proceeds), in each case shall be deemed to be held in trust for the Administrative Agent and the Lenders.

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(b) Upon written notice to the Borrower from the Administrative Agent after the occurrence and during the continuance of an Event of Default, a Cash Collateral Account shall be opened by the Borrower at the main office of the Administrative Agent (or such other office or the office of a designee as shall be designated by the Administrative Agent) and all such lawful collections of the Borrowers Accounts and such Proceeds of the Borrowers Accounts and Inventory shall be remitted daily by the Borrower to the Administrative Agent (or such designee) in the form in which they are received by the Borrower, either by mailing or by delivering such collections and Proceeds to the Administrative Agent (or such designee), appropriately endorsed for deposit in the Cash Collateral Account. In the event that such notice is given to the Borrower from the Administrative Agent, the Borrower shall not commingle such collections or Proceeds with any of the Borrowers other funds or property, but shall hold such collections and Proceeds separate and apart therefrom upon an express trust for the Administrative Agent, for the benefit of the Secured Parties. In such case, the Administrative Agent may, in its sole discretion, and shall, at the request of the Required Lenders, at any time and from time to time after the occurrence and during the continuance of an Event of Default, apply or cause to be applied all or any portion of the account balance in the Cash Collateral Account as a credit against (i) the outstanding principal or interest of the Loans, or (ii) any other Secured Obligations in accordance with this Agreement. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against the Administrative Agent on its warranties of collection, the Administrative Agent may charge or cause to be charged the amount of such item against the Cash Collateral Account or any other Deposit Account maintained by the Borrower with the Administrative Agent (or such designee) or with any other Lender, and, in any event, retain the same and the Borrowers interest therein as additional security for the Secured Obligations. The Administrative Agent may, in its sole discretion, at any time and from time to time, release or cause to be released funds from the Cash Collateral Account to the Borrower for use in the Borrowers business. The balance in the Cash Collateral Account may be withdrawn by the Borrower upon termination of this Agreement and payment in full of all of the Secured Obligations.

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(c) After the occurrence and during the continuance of an Event of Default, at the Administrative Agents written request, the Borrower shall cause all remittances representing collections and Proceeds of Collateral to be mailed to a lockbox at a location reasonably acceptable to the Administrative Agent, to which the Administrative Agent shall have access for the processing of such items in accordance with the provisions, terms and conditions of the customary lockbox agreement of the Administrative Agent.

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(d) Borrower hereby constitutes and appoints the Administrative Agent, or the Administrative Agents designated agent, as attorney-in-fact for the Borrower with authority and power to endorse, after the occurrence and during the continuance of an Event of Default, any and all instruments, documents, and chattel paper. Such authority and power, being coupled with an interest, shall be (i) irrevocable until all of the Secured Obligations are paid in full, (ii) exercisable by the Administrative Agent at any time and without any request upon the Borrower by the Administrative Agent to so endorse, and (iii) exercisable in the name of the Administrative Agent or the Borrower. The Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. Neither the Administrative Agent nor the Lenders shall be bound or obligated to take any action to preserve any rights therein against prior parties thereto.

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Section 7.3. Collections and Receipt of Proceeds by Administrative Agent. The Borrower hereby constitutes and appoints the Administrative Agent, or the Administrative Agents designated agent, as the Borrowers attorney-in-fact to exercise, at any time, after the occurrence and during the continuance of an Event of Default, all or any of the following powers which, being coupled with an interest, shall be irrevocable until the complete and full payment of all of the Secured Obligations:

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(a) to receive, retain, acquire, take, endorse, assign, deliver, accept, and deposit, in the name of the Administrative Agent or the Borrower, any and all of the Borrowers cash, instruments, chattel paper, documents, Proceeds of Accounts, Proceeds of Inventory, collection of Accounts, and any other writings relating to any of the Collateral. The Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. The Administrative Agent shall not be bound or obligated to take any action to preserve any rights therein against prior parties thereto;

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(b) to transmit to Account Debtors, on any or all of the Borrowers Accounts, notice of assignment to the Administrative Agent, for the benefit of the Secured Parties, thereof and the security interest therein, and to request from such Account Debtors at any time, in the name of the Administrative Agent or the Borrower, information concerning the Borrowers Accounts and the amounts owing thereon;

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(c) to transmit to purchasers of any or all of the Borrowers Inventory, notice of the Administrative Agents security interest therein, and to request from such purchasers at any time, in the name of the Administrative Agent or the Borrower, information concerning the Borrowers Inventory and the amounts owing thereon by such purchasers;

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(d) to notify and require Account Debtors on the Borrowers Accounts and purchasers of the Borrowers Inventory to make payment of their indebtedness directly to the Administrative Agent;

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(e) to enter into or assent to such amendment, compromise, extension, release or other modification of any kind of, or substitution for, the Accounts, or any thereof, as the Administrative Agent, in its reasonable discretion, may deem to be advisable;

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(f) to enforce the Accounts or any thereof, or any other Collateral, by suit or otherwise, to maintain any such suit or other proceeding in the name of the Administrative Agent or the Borrower, and to withdraw any such suit or other proceeding. The Borrower agrees to lend every assistance requested by the Administrative Agent in respect of the foregoing, all at no cost or expense to the Administrative Agent and including, without limitation, the furnishing of such witnesses and of such records and other writings as the Administrative Agent may require in connection with making legal proof of any Account. The Borrower agrees to reimburse the Administrative Agent in full for all court costs and attorneys fees and every other cost, expense or liability, if any, incurred or paid by the Administrative Agent in connection with the foregoing, which obligation of the Borrower shall constitute Obligations, shall be secured by the Collateral and shall bear interest, until paid, at the Default Rate;

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(g) to take or bring, in the name of the Administrative Agent or the Borrower, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect the receipt, enforcement, and collection of the Collateral; and

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(h) to accept all collections in any form relating to the Collateral, including remittances that may reflect deductions, and to deposit the same into the Borrowers Cash Collateral Account or, at the option of the Administrative Agent, to apply them as a payment against the Loans or any other Secured Obligations in accordance with this Agreement.

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Section 7.4. Administrative Agents Authority Under Pledged Notes. For the better protection of the Administrative Agent and the Lenders hereunder, the Borrower has executed (or will execute, with respect to future Pledged Notes) an appropriate endorsement on (or separate from) each Pledged Note in a form reasonably acceptable to the Administrative Agent and has delivered (or will deliver, with respect to future Pledged Notes) such Pledged Note to the Administrative Agent, for the benefit of the Secured Parties to hold as security for the Secured Obligations. The Borrower irrevocably authorizes and empowers the Administrative Agent, for the benefit of the Secured Parties, to (a) ask for, demand, collect and receive all payments of principal of and interest on the Pledged Notes; (b) compromise and settle any dispute arising in respect of the foregoing; (c) execute and deliver vouchers, receipts and acquittances in full discharge of the foregoing; (d) exercise, in the Administrative Agents discretion, any right, power or privilege granted to the holder of any Pledged Note by the provisions thereof including, without limitation, the right to demand security or to waive any default thereunder; (e) endorse the Borrowers name to each check or other writing received by the Administrative Agent as a payment or other proceeds of or otherwise in connection with any Pledged Note; (f) enforce delivery and payment of the principal and/or interest on the Pledged Notes, in each case by suit or otherwise as the Administrative Agent may desire; and (g) enforce the security, if any, for the Pledged Notes by instituting foreclosure proceedings, by conducting public or other sales or otherwise, and to take all other steps as the Administrative Agent, in its discretion, may deem advisable in connection with the forgoing; provided, however, that nothing contained or implied herein or elsewhere shall obligate the Administrative Agent to institute any action, suit or proceeding or to make or do any other act or thing contemplated by this Section 7.4 or prohibit the Administrative Agent from settling, withdrawing or dismissing any action, suit or proceeding or require the Administrative Agent to preserve any other right of any kind in respect of the Pledged Notes and the security, if any, therefor.

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Section 7.5. Commercial Tort Claims. Set forth on Schedule 7.5 is a list of all Commercial Tort Claims of the Companies in existence on the Closing Date. If the Borrower shall at any time hold or acquire a Commercial Tort Claim, the Borrower shall promptly notify the Administrative Agent thereof in a writing signed by the Borrower, that sets forth the details thereof and grants to the Administrative Agent (for the benefit of the Secured Parties) a Lien thereon and on the Proceeds thereof, all upon the terms of this Agreement, with such writing to be prepared by and in form and substance reasonably satisfactory to the Administrative Agent.

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Section 7.6. Use of Inventory and Equipment. Until the exercise by the Administrative Agent and the Required Lenders of their rights under Article IX hereof, the Borrower may (a) retain possession of and use its Inventory and Equipment in any lawful manner not inconsistent with this Agreement or with the terms, conditions, or provisions of any policy of insurance thereon; (b) sell or lease its Inventory in the ordinary course of business or as otherwise permitted by this Agreement; and (c) use and consume any raw materials or supplies, the use and consumption of which are necessary in order to carry on the Borrowers business.

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Section 7.7. Electronic Chattel Paper and Transferable Records. If any Guarantor of Payment at any time holds or acquires an interest in any Electronic Chattel Paper or any transferable record, as that term is defined in Section�201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section�16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Guarantor of Payment shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control under U.C.C. Section�9-105 of such Electronic Chattel Paper or control under Section�201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section�16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with such Guarantor of Payment that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agents loss of control, for the Guarantor of Payment to make alterations to the Electronic Chattel Paper or transferable record permitted U.C.C. Section�9-105 or, as the case may be, Section�201 of the Federal Electronic Signatures in Global and National Commerce Act or Section�16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Guarantor of Payment with respect to such Electronic Chattel Paper or transferable record.

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Section 7.8. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors of Payment may have under applicable law (but subject to Section 7.9), the Borrower agrees that (a)�in the event a payment in respect of any Secured Obligation shall be made by any Guarantor of Payment under any Loan Document, the Borrower shall indemnify such Guarantor of Payment for the full amount of such payment and such Guarantor of Payment shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b)�in the event any assets of any Guarantor of Payment shall be sold pursuant to this Agreement or any Security Document to satisfy in whole or in part any Secured Obligation, the Borrower shall indemnify such Guarantor of Payment in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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Section 7.9. Subordination. (a)Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors of Payment under Section�7.8 and all other rights of the Guarantors of Payment of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations. No failure on the part of the Borrower to make the payments required by Section�7.8 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Credit Party with respect to its obligations hereunder, and each Credit Party shall remain liable for the full amount of the obligations of such Credit Party hereunder and under any other Loan Document.

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(a) The Borrower agrees that all Indebtedness and other monetary obligations owed by it to, or to it by, any other Guarantor of Payment or any other Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.

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ARTICLE VIII. EVENTS OF DEFAULT

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Any of the following specified events shall constitute an Event of Default (each an Event of Default):

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Section 8.1. Payments. If (a) the interest on any Loan, any commitment or other fee, or any other Obligation not listed in subpart (b) hereof, shall not be paid in full when due and payable or within three Business Days thereafter, or (b) the principal of any Loan or any reimbursement obligation under any Letter of Credit that has been drawn shall not be paid in full when due and payable.

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Section 8.2. Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.15 or 5.25 hereof.

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Section 8.3. Other Covenants. If any Company shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Section 8.1 or 8.2 hereof) contained or referred to in this Agreement or any other Related Writing that is on such Companys part to be complied with, and that Default shall not have been fully corrected within 30 days after the earlier of (a) any Financial Officer of such Company becomes aware of the occurrence thereof, or (b) the giving of written notice thereof to the Borrower by the Administrative Agent or the Required Lenders that the specified Default is to be remedied.

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Section 8.4. Representations and Warranties. If any representation, warranty or statement made in or pursuant to this Agreement or any other Related Writing or any other material information furnished by any Company to the Administrative Agent or the Lenders, or any thereof, shall be false or erroneous in any material respect on or as of the date made or deemed to be made.

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Section 8.5. Cross Default. If any Company shall default in the payment of principal or interest due and owing under any Material Indebtedness Agreement beyond any period of grace provided with respect thereto or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

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Section 8.6. ERISA Default. The occurrence of one or more ERISA Events that (a) the Required Lenders determine could reasonably be expected to have a Material Adverse Effect, or (b) results in a material Lien on any of the assets of any Company (except for any Liens expressly permitted pursuant to Section 5.9 hereof).

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Section 8.7. Change in Control. If any Change in Control shall occur.

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Section 8.8. Judgments. There is entered against any Company:

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(a) a final judgment or order for the payment of money by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of 60 days after the date on which the right to appeal has expired, provided that such occurrence shall constitute an Event of Default only if the aggregate of all such judgments for all such Companies, shall exceed $3,000,000 (less any amount that will be covered by the proceeds of insurance and is not subject to dispute by the insurance provider); or

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(b) any one or more non-monetary final judgments that are not covered by insurance, or, if covered by insurance, for which the insurance company has not agreed to or acknowledged coverage, and that, in either case, the Required Lenders reasonably determine have, or could be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by the prevailing party or any creditor upon such judgment or order, or (ii) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

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Section 8.9. Security. If any Lien granted in this Agreement or any other Loan Document in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be determined to be (a) void, voidable or invalid, or is subordinated or not otherwise given the priority contemplated by this Agreement or the Security Documents and the Borrower (or the appropriate Credit Party) has failed to promptly execute appropriate documents to correct such matters, or (b) unperfected as to any Collateral with an aggregate value in excess of $3,000,000 (as determined by the Administrative Agent, in its reasonable discretion) and the Borrower (or the appropriate Credit Party) has failed to promptly execute appropriate documents to correct such matters.

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Section 8.10. Validity of Loan Documents. If (a) any material provision, in the sole opinion of the Administrative Agent, of any Loan Document shall at any time cease to be valid, binding and enforceable against any Credit Party; (b) the validity, binding effect or enforceability of any Loan Document against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further liability or obligation under any Loan Document; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the Administrative Agent and the Lenders the benefits purported to be created thereby.

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Section 8.11. Solvency.

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(a) Solvency of Certain Companies. If any Company (other than a Material Domestic Subsidiary, a Credit Party or a Dormant Subsidiary) shall engage in or permit to occur (whether voluntarily or involuntarily) any of the activities set forth in Section 8.11(b) hereof.

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(b) Solvency of the Companies. If any Company that is a Material Domestic Subsidiary or a Credit Party shall (i) except as permitted pursuant to Section 5.12 hereof, discontinue business; (ii) generally not pay its debts as such debts become due; (iii) make a general assignment for the benefit of creditors; (iv) apply for or consent to the appointment of an interim receiver, a receiver, a receiver and manager, an administrator, a sequestrator, a monitor, a custodian, a trustee, an interim trustee, a liquidator, an agent or any other similar official of all or a substantial part of its assets or of such Company; (v) be adjudicated a debtor or insolvent or have entered against it an order for relief under the Bankruptcy Code, or under any other bankruptcy insolvency, liquidation, winding-up, corporate or similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be; (vi) file a voluntary petition under the Bankruptcy Code or seek relief under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States, or file a proposal or notice of intention to file such petition; (vii) have an involuntary proceeding under the Bankruptcy Code filed against it and the same shall not be controverted within ten days, or shall continue undismissed for a period of 60 days from commencement of such proceeding or case; (viii) file a petition, an answer, an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors; (ix) suffer or permit to continue unstayed and in effect for 30 consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company; (x) have an administrative receiver appointed over the whole or substantially the whole of its assets, or of such Company; or (xi) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

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ARTICLE IX. REMEDIES UPON DEFAULT

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Notwithstanding any contrary provision or inference herein or elsewhere:

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Section 9.1. Optional Defaults. If any Event of Default referred to in Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10 or 8.11(a) hereof shall occur, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the written request of the Required Lenders, give written notice to the Borrower to:

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(a) terminate the Commitment, if not previously terminated, and, immediately upon such election, the obligations of the Lenders, and each thereof, to make any further Loan, and the obligation of the Fronting Lender to issue any Letter of Credit, immediately shall be terminated; and/or

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(b) accelerate the maturity of all of the Obligations (if the Obligations are not already due and payable), whereupon all of the Obligations shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by the Borrower.

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Section 9.2. Automatic Defaults. If any Event of Default referred to in Section 8.11(b) hereof shall occur:

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(a) all of the Commitment shall automatically and immediately terminate, if not previously terminated, and no Lender thereafter shall be under any obligation to grant any further Loan, nor shall the Fronting Lender be obligated to issue any Letter of Credit; and

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(b) the principal of and interest then outstanding on all of the Loans, and all of the other Obligations, shall thereupon become and thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by the Borrower.

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Section 9.3. Letters of Credit. If the maturity of the Obligations shall be accelerated pursuant to Section 9.1 or 9.2 hereof, the Borrower shall immediately deposit with the Administrative Agent, as security for the obligations of the Borrower and any Guarantor of Payment to reimburse the Administrative Agent and the Revolving Lenders for any then outstanding Letters of Credit, cash equal to one 105% of the sum of the aggregate undrawn balance of any then outstanding Letters of Credit. The Borrower hereby authorizes the Administrative Agent and the Lenders, at their option, to deduct any and all such amounts from any deposit balances then owing by any Lender (or any affiliate of such Lender, wherever located) to or for the credit or account of any Company, as security for the obligations of the Borrower and any Guarantor of Payment to reimburse the Administrative Agent and the Revolving Lenders for any then outstanding Letters of Credit.

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Section 9.4. Offsets.

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(a) If there shall occur or exist any Event of Default referred to in Section 8.11(b) hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by the Borrower or a Guarantor of Payment to such Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b) or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of the Borrower or any Guarantor of Payment, all without notice to or demand upon the Borrower or any other Person, all such notices and demands being hereby expressly waived by the Borrower.

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(b) Notwithstanding anything in this Agreement to the contrary, if a Lender acts as a Securities Intermediary or a depository institution for a Credit Party, and the applicable Securities Accounts or Deposit Accounts of such Credit Party with such Lender (or an affiliate of a Lender) are not subject to a Control Agreement, then such Lender agrees that such accounts are subject to the Lien of the Administrative Agent (to the extent granted pursuant to the Security Documents) and it will not set off against or appropriate toward the payment of, any Indebtedness owing to such Lender that does not constitute Obligations (other than Customary Setoffs with respect to such Deposit Accounts or Securities Accounts).

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Section 9.5. Equalization Provisions.

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(a) Equalization Within Commitments Prior to an Equalization Event. Each Revolving Lender agrees with the other Revolving Lenders that, if it at any time shall obtain any Advantage over the other Revolving Lenders, or any thereof, in respect of the Applicable Debt (except as to Letters of Credit prior to the Administrative Agents giving of notice to participate and amounts under Article III hereof), such Revolving Lender, upon written request of the Administrative Agent, shall purchase from the other Revolving Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage. Each Term Lender agrees with the other Term Lenders that, if at any time it shall obtain any Advantage over the other Term Lenders, or any thereof, in respect of the Applicable Debt (except as to amounts under Article III hereof), such Term Lender shall purchase from the other Term Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage.

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(b) Equalization Between Commitments After an Equalization Event. After the occurrence of an Equalization Event, each Lender agrees with the other Lenders that, if such Lender at any time shall obtain any Advantage over the other Lenders or any thereof determined in respect of the Obligations (including Letters of Credit but excluding amounts under Article III hereof) then outstanding, such Lender shall purchase from the other Lenders, for cash and at par, such additional participation in the Obligations as shall be necessary to nullify the Advantage in respect of the Obligations. For purposes of determining whether or not, after the occurrence of an Equalization Event, an Advantage in respect of the Obligations shall exist, the Administrative Agent shall, as of the date that the Equalization Event occurs:

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(i) add the Revolving Credit Exposure and the Term Loan Exposure to determine the equalization maximum amount (the Equalization Maximum Amount); and

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(ii) determine an equalization percentage (the Equalization Percentage) for each Lender by dividing the aggregate amount of its Lender Credit Exposure by the Equalization Maximum Amount.

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After the date of an Equalization Event, the Administrative Agent shall determine whether an Advantage exists among the Lenders by using the Equalization Percentage. Such determination shall be conclusive absent manifest error.

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(c) Recovery of Amount. If any such Advantage resulting in the purchase of an additional participation as set forth in subsection (a) or (b) hereof shall be recovered in whole or in part from the Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) ratably to the extent of the recovery.

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(d) Application and Sharing of Set-Off Amounts. Each Lender further agrees with the other Lenders that:

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(i) if it at any time shall receive any payment for or on behalf of the Borrower on any Indebtedness owing by the Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtedness, by counterclaim or cross action, by enforcement of any right under any Loan Document, or otherwise); or

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(ii) if any Lender (or affiliate of a Lender) (A) maintains Deposit Accounts or Securities Accounts of the Borrower or any Domestic Subsidiary, and (B) exercises a right of offset or takes other action against such Deposit Accounts or Securities Accounts;

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then such Lender will apply all such payments (other than Customary Setoffs with respect to the Deposit Accounts or Securities Accounts referenced in subpart (b) above) first to any and all Indebtedness owing by the Borrower to that Lender pursuant to this Agreement (including, without limitation, any participation purchased or to be purchased pursuant to this Section 9.5 or any other section of this Agreement), and to the extent not prohibited by law, to the remainder of the Obligations (and the Secured Obligations in accordance with Section 9.8 hereof). Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders, or any thereof, pursuant to this Section 9.5, or exercising its rights under this provision, may exercise all of its rights of payment (including the right of set-off) with respect to such participation or otherwise as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

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Section 9.6. Collateral. The Administrative Agent and the Lenders shall at all times have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Related Writing executed by the Borrower or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default and at all times thereafter, the Administrative Agent may require the Borrower to assemble the Collateral, which the Borrower agrees to do, and make it available to the Administrative Agent and the Lenders at a reasonably convenient place to be designated by the Administrative Agent. The Administrative Agent may, with or without notice to or demand upon the Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any part thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to the Borrower. After any delivery or taking of possession of the Collateral, or any portion thereof, pursuant to this Agreement, then, with or without resort to the Borrower personally or any other Person or property, all of which the Borrower hereby waives, and upon such terms and in such manner as the Administrative Agent may deem advisable, the Administrative Agent, in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. Any purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. No prior notice need be given to the Borrower or to any other Person in the case of any sale of Collateral that the Administrative Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case the Administrative Agent shall give the Borrower not fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Administrative Agent or the Lenders may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights the Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, the Administrative Agent may apply the net proceeds of each such sale to or toward the payment of the Secured Obligations, whether or not then due, in such order and by such division as the Administrative Agent, in its reasonable discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to the Borrower, and the Borrower shall remain liable for any deficiency. In addition, the Administrative Agent shall at all times have the right to obtain new appraisals of the Borrower or the Collateral, the cost of which shall be paid by the Borrower.

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At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full.

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In addition, upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent shall have the right, with respect to any Collateral consisting of intellectual property, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the Borrower to the Administrative Agent (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained). In addition, for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, the Borrower hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, license or sublicense any of the Collateral consisting of intellectual property now owned or hereafter acquired by the Borrower, and wherever the same may be located (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and, to the extent permitted by applicable law, the right to prosecute and maintain all intellectual property and the right to sue for infringement of the intellectual property. The Borrower further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the intellectual property or sue for infringement of the intellectual property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Borrower notwithstanding any subsequent cure of an Event of Default.

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In view of the position of the Guarantors of Payment in relation to the Pledged Securities and Pledged Notes (collectively, Pledged Collateral), or because of other current or future circumstances, a question may arise under the Securities Act of 1933 as now or hereafter in effect or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the Federal Securities Laws) with respect to any disposition of the Pledged Collateral permitted hereunder. The Borrower understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. The Borrower acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, may and shall be authorized to (a)�proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state securities laws, (b) limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale may assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold and (c)�approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. The Borrower acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached. The provisions of this paragraph will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells.

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Section 9.7. Other Remedies. The remedies in this Article IX are in addition to, and not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which the Lenders may be entitled. The Administrative Agent shall exercise the rights under this Article IX and all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement.

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Section 9.8. Application of Proceeds.

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(a) Payments Prior to Exercise of Remedies. Prior to the exercise by the Administrative Agent, on behalf of the Lenders, of remedies under this Agreement or the other Loan Documents, all monies received by the Administrative Agent shall be applied, unless otherwise required by the terms of the other Loan Documents or by applicable law, as follows (provided that the Administrative Agent shall have the right at all times to apply any payment received from the Borrower first to the payment of all obligations (to the extent not paid by the Borrower) incurred by the Administrative Agent pursuant to Sections 11.6 and 11.7 hereof and to the payment of Related Expenses):

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(i) with respect to payments received in connection with the Revolving Credit Commitment, to the Revolving Lenders; and

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(ii) with respect to payments received in connection with the Term Loan, to the Term Lenders.

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(b) Payments Subsequent to Exercise of Remedies. After the exercise by the Administrative Agent or the Required Lenders of remedies under this Agreement or the other Loan Documents, all monies received by the Administrative Agent shall be applied, unless otherwise required by the terms of the other Loan Documents or by applicable law, as follows:

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(i) first, to the payment of all obligations (to the extent not paid by the Borrower) incurred by the Administrative Agent pursuant to Sections 11.5 and 11.6 hereof and to the payment of Related Expenses to the Administrative Agent;

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(ii) second, to the payment pro rata of (A) interest then accrued and payable on the outstanding Loans, (B) any fees then accrued and payable to the Administrative Agent, (C) any fees then accrued and payable to the Fronting Lender or the holders of the Letter of Credit Commitment in respect of the Letter of Credit Exposure, (D) any commitment fees, amendment fees and similar fees shared pro rata among the Lenders under this Agreement that are then accrued and payable, (E) to the extent not paid by the Borrower, to the obligations incurred by the Lenders (other than the Administrative Agent) pursuant to Sections 11.5 and 11.6 hereof, and (F) any fees premiums and scheduled periodic payments due in respect of Indebtedness under any Hedge Agreement entered into with the Administrative Agent or a Lender (or an entity that is an affiliate of the Administrative Agent or a Lender);

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(iii) third, for payment of (A) principal outstanding on the Loans and the Letter of Credit Exposure, on a pro rata basis to the Lenders, based upon each such Lenders Overall Commitment Percentage, provided that the amounts payable in respect of the Letter of Credit Exposure shall be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof, and, if any Letter of Credit shall expire without being drawn, then the amount with respect to such Letter of Credit shall be distributed to the Lenders, on a pro rata basis in accordance with this subpart (iii), (B) the Indebtedness under any Hedge Agreement entered into with the Administrative Agent or a Lender (or an entity that is an affiliate of the Administrative Agent or a Lender), other than Indebtedness of a Credit Party that constitutes Excluded Swap Obligations of such Credit Party, with such amount referenced in this subpart (B) to be based upon the net termination obligation of the Borrower under such Hedge Agreement, and (C) the Bank Product Obligations owing to a Lender (or an entity that is an affiliate of a then existing Lender) under Bank Product Agreements; with such payment to be pro rata among (A), (B) and (C) of this subpart (iii);

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(iv) fourth, to any remaining Secured Obligations; and

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(v) finally, any remaining surplus after all of the Secured Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

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Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Guarantor of Payment, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Guarantor of Payment and shall instead be applied to other Secured Obligations.

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ARTICLE X. THE ADMINISTRATIVE AGENT

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The Lenders authorize CS and CS hereby agrees to act as agent for the Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions:

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Section 10.1. Appointment and Authorization. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a final judgment of a court of competent jurisdiction), or be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Agreement or any other Loan Documents, (b) be under any obligation to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Borrower or any other Company, or the financial condition of the Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term agent herein and in other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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Section 10.2. Note Holders. The Administrative Agent may treat the payee of any Note as the holder thereof (or, if there is no Note, the holder of the interest as reflected on the books and records of the Administrative Agent) until written notice of transfer shall have been filed with the Administrative Agent, signed by such payee and in form reasonably satisfactory to the Administrative Agent.

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Section 10.3. Consultation With Counsel. The Administrative Agent may consult with legal counsel selected by the Administrative Agent and shall not be liable for any action taken or suffered in good faith by the Administrative Agent in accordance with the opinion of such counsel.

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Section 10.4. Documents. The Administrative Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or value of any Loan Document or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained hereunder, and the Administrative Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

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Section 10.5. Administrative Agent and Affiliates. CS and its affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Companies and Affiliates as though CS were not the Administrative Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, CS or its affiliates may receive information regarding any Company or any Affiliate (including information that may be subject to confidentiality obligations in favor of such Company or such Affiliate) and acknowledges that the Administrative Agent shall be under no obligation to provide such information to other Lenders. With respect to Loans and Letters of Credit (if any), CS and its affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though CS were not the Administrative Agent, and the terms Lender and Lenders include CS and its affiliates, to the extent applicable, in their individual capacities.

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Section 10.6. Knowledge or Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a notice of default. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable, in its discretion, for the protection of the interests of the Lenders.

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Section 10.7. Action by Administrative Agent. Subject to the other terms and conditions hereof, so long as the Administrative Agent shall be entitled, pursuant to Section 10.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agents acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

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Section 10.8. Release of Collateral or Guarantor of Payment. In the event of a merger, transfer of assets or other disposition of assets permitted pursuant to Section 5.12 hereof (or otherwise permitted pursuant to this Agreement) where the proceeds of such merger, transfer or other transaction are applied in accordance with the terms of this Agreement to the extent required to be so applied, or in the event of a merger, consolidation, dissolution or similar event, permitted pursuant to this Agreement, the Administrative Agent, at the request and expense of the Borrower, is hereby authorized by the Lenders to (a) release the relevant Collateral so disposed of from this Agreement or any other Loan Document, (b) release a Guarantor of Payment in connection with such permitted transfer or event whereby such Guarantor of Payment is no longer a Material Domestic Subsidiary, (c)�release Collateral held by released Guarantors of Payment under clause (b) and (d) duly assign, transfer and deliver to the affected Person (without recourse and without any representation or warranty) such Collateral as is then (or has been) so transferred or released and as may be in possession of the Administrative Agent and has not theretofore been released pursuant to this Agreement.

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Section 10.9. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

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Section 10.10. Indemnification of Administrative Agent. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) ratably, according to their respective Overall Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys fees and expenses) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent in its capacity as agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Administrative Agent with respect to this Agreement or any other Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys fees and expenses) or disbursements resulting from the Administrative Agents gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction, or from any action taken or omitted by the Administrative Agent in any capacity other than as agent under this Agreement or any other Loan Document. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.10. The undertaking in this Section 10.10 shall survive repayment of the Loans, cancellation of the Notes, if any, expiration or termination of the Letters of Credit, termination of the Commitment, any foreclosure under, or modification, release or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.

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Section 10.11. Successor Agent. The Administrative Agent may resign as agent hereunder by giving not fewer than 30 days prior written notice to the Borrower and the Lenders. If the Administrative Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders (with the consent of the Borrower so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the 30 day period following the Administrative Agents notice to the Lenders of its resignation, then the Administrative Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as the Administrative Agent by the date that is 30 days following a retiring Administrative Agents notice of resignation, the retiring Administrative Agents resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term Administrative Agent means such successor effective upon its appointment, and the former agents rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Administrative Agents resignation as the Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents.

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Section 10.12. Fronting Lender. The Fronting Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by the Fronting Lender and the documents associated therewith. The Fronting Lender shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Fronting Lender in connection with the Letters of Credit and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term Administrative Agent, as used in this Article X, included the Fronting Lender with respect to such acts or omissions, and (b) as additionally provided in this Agreement with respect to the Fronting Lender.

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Section 10.13. [Reserved]

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Section 10.14. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, (a) the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise, to (i) file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent) allowed in such judicial proceedings, and (ii) collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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Section 10.15. No Reliance on Administrative Agents Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lenders or its affiliates, participants or assignees customer identification program, or other obligations required or imposed under or pursuant to the Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the CIP Regulations), or any other anti-terrorism law, including any programs involving any of the following items relating to or in connection with the Borrower, its Affiliates or agents, the Loan Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record keeping, (c) any comparisons with government lists, (d) any customer notices or (e) any other procedures required under the CIP Regulations or such other laws.

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Section 10.16. Other Agents. (a)�The Administrative Agent shall have the continuing right from time to time to designate one or more Lenders (or its or their affiliates) as syndication agent, co-syndication agent, documentation agent, co-documentation agent, book runner, lead arranger, joint lead arranger, arrangers or other designations for purposes hereof, but no such designation shall have any substantive effect and no such Lender or affiliate shall have any additional powers, duties, responsibilities or liabilities as a result thereof.

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(b) Notwithstanding any other provision of this Agreement or any other Loan Document, each Person named on the cover page hereof as a Joint Book Runner, Joint Lead Arranger, and/or Syndication Agent is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document. Without limiting the generality of the foregoing, no such Person, in its capacity as a Joint Book Runner, Joint Lead Arranger or Syndication Agent shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person.

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ARTICLE XI. MISCELLANEOUS

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Section 11.1. Lenders Independent Investigation. Each Lender, by its signature to this Agreement, acknowledges and agrees that the Administrative Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between the Administrative Agent and such Lender. Each Lender represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that the Administrative Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by the Administrative Agent to the Lenders hereunder), whether coming into its possession before the first Credit Event hereunder or at any time or times thereafter. Each Lender further represents that it has reviewed each of the Loan Documents.

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Section 11.2. No Waiver; Cumulative Remedies. No omission or course of dealing on the part of the Administrative Agent, any Lender or the holder of any Note (or, if there is no Note, the holder of the interest as reflected on the books and records of the Administrative Agent) in exercising any right, power or remedy hereunder or under any of the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held under any of the Loan Documents or by operation of law, by contract or otherwise.

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Section 11.3. Amendments, Waivers and Consents.

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(a) General Rule. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom (other than pursuant to Section 2.10(b), 2.10(c), 2.13 or 2.14 hereof), shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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(b) Exceptions to the General Rule. Notwithstanding the provisions of subsection (a) of this Section 11.3:

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(i) Unanimous Consent Requirements. Except in any such case as otherwise provided under Section 2.10(b), 2.10(c), 2.13 or 2.14 hereof, with respect to (A) any increase in the Commitment hereunder, (B) the extension of the stated maturity of the Loans, the payment date of interest or scheduled principal hereunder, or the payment date of commitment fees payable hereunder, (C) any reduction in the stated rate of interest on the Loans (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this Section 11.3), or in any amount of interest or scheduled principal due on any Loan, or any reduction in the stated rate of commitment fees payable hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (D) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, relating to Lenders or any class of Lenders, (E) the release of the Borrower or all or substantially all of the Guarantors of Payment or of all or substantially all of the collateral securing the Secured Obligations, except as specifically permitted hereunder, or (F) any amendment to this Section 11.3 or Section 9.5 or 9.8 hereof, in each case, unanimous consent of the Lenders adversely affected thereby shall be required (it being understood that, with the consent of only the Administrative Agent, the provisions of this Section�11.3 and the definition of the term Required Lenders may be amended to include references to any new class of loans created in accordance with this Agreement (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing classes of Loans or Lenders), subject to subpart (ii) below.

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(ii) Provisions Relating to Special Rights and Duties. No provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. The Administrative Agent Fee Letter may be amended or modified by the Administrative Agent and the Borrower with respect to the annual administrative fees set forth therein without the consent of any other Lender (or affiliate thereof). No provision of this Agreement relating to the rights or duties of the Fronting Lender in its capacity as such shall be amended, modified or waived without the consent of the Fronting Lender.

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(c) Replacement of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent hereunder, the consent of all Lenders (or all adversely affected Lenders) is required, but only the consent of Required Lenders is obtained (any Lender withholding consent as described in this subsection (c) being referred to as a Non-Consenting Lender), then, so long as the Administrative Agent is not the Non-Consenting Lender, the Administrative Agent may (and shall, if requested by the Borrower), at the sole expense of the Borrower, upon notice to such Non-Consenting Lender and the Borrower, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.10 hereof) all of its interests, rights and obligations under this Agreement to an Eligible Transferee acceptable to the Administrative Agent and the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from such financial institution (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any premium payable to it under Section 2.8(a) if the relevant amendment, waiver or consent constituted a Repricing Event and any breakage compensation payable under Article III hereof).

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(d) Generally. Notice of any amendment, modification, termination, or waiver of any provision of any Loan Document pursuant to this Section 11.3 shall be made available by the Administrative Agent to the Lenders in such manner as the Administrative Agent shall determine, including by posting such notice on SyndTrak, IntraLinks, LendAmend or another similar electronic system. Each Lender or other holder of a Note, or if there is no Note, the holder of the interest as reflected on the books and records of the Administrative Agent (or interest in any Loan or Letter of Credit) shall be bound by any amendment, waiver or consent obtained as authorized by this Section 11.3, regardless of its failure to agree thereto.

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Section 11.4. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to the Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to a Lender, mailed or delivered to it, addressed to the address of such Lender specified on the signature pages of this Agreement or in the Administrative Questionnaire provided to the Administrative Agent in the case of any Person becoming a Lender after the date hereof, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered (if received during normal business hours on a Business Day, such Business Day or otherwise the following Business Day), or two Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt. All notices from the Borrower to the Administrative Agent or the Lenders pursuant to any of the provisions hereof shall not be effective until received by the Administrative Agent or the Lenders, as the case may be. For purposes of Article II hereof, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an Authorized Officer, and the Borrower shall hold the Administrative Agent and each Lender harmless from any loss, cost or expense resulting from any such reliance.

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Section 11.5. Costs, Expenses and Documentary Taxes. The Borrower agrees to pay on demand all costs and expenses of any Arranger and the Administrative Agent and all Related Expenses, including but not limited to (a) bank meeting, administration, travel and out-of-pocket expenses, including but not limited to attorneys fees and expenses, of any Arranger and the Administrative Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, and the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) expenses of any Arranger and the Administrative Agent reasonable incurred in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder (including any amendment, waiver or modification thereof), and (c) the reasonable fees and out-of-pocket expenses of special counsel for the Administrative Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. The Borrower also agrees to pay on demand all costs and expenses (including Related Expenses) of the Arrangers, the Administrative Agent and the Lenders, including reasonable attorneys fees and expenses, in connection with the restructuring or enforcement of the Obligations, this Agreement or any other Related Writing. In addition, the Borrower shall pay any and all Other Taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold the Arrangers, the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees. All obligations provided for in this Section 11.5 shall survive any termination of this Agreement.

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Section 11.6. Indemnification. The Borrower agrees to defend, indemnify and hold harmless the Arrangers, the Administrative Agent and the Lenders (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against any Arranger, the Administrative Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or not such Arranger, such Lender or the Administrative Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Obligations, or any activities of any Company or its Affiliates; provided that no Lender nor the Administrative Agent nor any Arranger shall have the right to be indemnified under this Section 11.6 for its own (or its respective affiliates, officers, directors, attorneys, agents or employees) gross negligence or willful misconduct, as determined by a final and nonappealable judgment of a court of competent jurisdiction. This Section 11.6 shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from a non-Tax claim. All obligations provided for in this Section 11.6 shall survive any termination of this Agreement.

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Section 11.7. Obligations Several; No Fiduciary Obligations. The obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Administrative Agent or the Lenders pursuant hereto shall be deemed to constitute the Administrative Agent or the Lenders a partnership, association, joint venture or other entity. No default by any Lender hereunder shall excuse the other Lenders from any obligation under this Agreement; but no Lender shall have or acquire any additional obligation of any kind by reason of such default. The relationship between the Borrower and the Lenders with respect to the Loan Documents and the other Related Writings is and shall be solely that of debtor and creditors, respectively, and neither the Administrative Agent nor any Lender shall have any fiduciary obligation toward any Credit Party with respect to any such documents or the transactions contemplated thereby.

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Section 11.8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and by facsimile or other electronic signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

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Section 11.9. Binding Effect; Borrowers Assignment. This Agreement shall become effective when it shall have been executed by the Borrower, the Administrative Agent and each Lender as of the date hereof and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each of the Lenders and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Administrative Agent and all of the Lenders.

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Section 11.10. Lender Assignments.

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(a) Assignments of Commitments. Subject to Section 11.10(b), each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Defaulting Lender), without recourse, all or a percentage of its interests, rights and obligations under this Agreement (including all or a percentage of its Commitment and the Loans at the time owing to it).

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(b) Prior Consent. No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of the Borrower and the Administrative Agent (other than an assignment by any Lender to any Affiliate of such Lender or to another Lender or an Affiliate of another Lender or an Approved Fund), which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist, (ii)�[reserved] and (iii) the Borrower shall be deemed to have granted its consent unless the Borrower has expressly objected to such assignment within three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

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(c) Minimum Amount. Each such assignment shall be in a minimum amount of the lesser of $1,000,000 of the assignors Commitment, Loans and other interests herein, or the entire amount of the assignors Commitment, Loans and other interests herein.

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(d) Assignment Fee. Either the assignor or the assignee shall remit to the Administrative Agent, for its own account, an administrative fee of $3,500 (unless waived or reduced by the Administrative Agent in its sole discretion).

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(e) Assignment Agreement. Unless the assignment shall be due to merger of the assignor or a collateral assignment for regulatory purposes, the assignor shall (i) cause the assignee to execute and deliver to the Borrower and the Administrative Agent an Assignment Agreement, and (ii) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to the Administrative Agent such additional amendments, assurances and other writings as the Administrative Agent may reasonably require.

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(f) Non-U.S. Assignee. If the assignment is to be made to an assignee that is organized under the laws of any jurisdiction other than the United States or any state thereof, the assignor Lender shall cause such assignee, at least five Business Days prior to the effective date of such assignment, (i) to represent to the assignor Lender (for the benefit of the assignor Lender, the Administrative Agent and the Borrower) that under applicable law and treaties no taxes will be required to be withheld by the Administrative Agent, the Borrower or the assignor with respect to any payments to be made to such assignee in respect of the Loans hereunder, (ii) to furnish to the assignor Lender (and, in the case of any assignee registered in the Register (as defined below), the Administrative Agent and the Borrower) either U.S. Internal Revenue Service Form W-8ECI, Form W-8IMY or U.S. Internal Revenue Service Form W-8BEN, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder), and (iii) to agree (for the benefit of the assignor, the Administrative Agent and the Borrower) to provide to the assignor Lender (and, in the case of any assignee registered in the Register, to the Administrative Agent and the Borrower) a new Form W-8ECI or Form W-8BEN, as applicable, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

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(g) Deliveries by Borrower. Upon satisfaction of all applicable requirements specified in subsections (a) through (f) above, the Borrower shall execute and deliver (i) to the Administrative Agent, the assignor and the assignee, any consent or release (of all or a portion of the obligations of the assignor) required to be delivered by the Borrower in connection with the Assignment Agreement, and (ii) to the assignee, if requested, and the assignor, if applicable, an appropriate Note or Notes. After delivery of the new Note or Notes, the assignors Note or Notes, if any, being replaced shall be returned to the Borrower marked replaced.

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(h) Effect of Assignment. Upon satisfaction of all applicable requirements set forth in subsections (a) through (g) above, and any other condition contained in this Section 11.10, (i) the assignee shall become and thereafter be deemed to be a Lender for the purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned, (iii) in the event that the assignors entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a Lender and (iv) the signature pages hereto and Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of any such assignment.

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(i) Administrative Agent to Maintain Register. Administrative Agent shall maintain at the address for notices referred to in Section 11.4 hereof a copy of each Assignment Agreement delivered to it and a register (the Register) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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Section 11.11. Sale of Participations. Any Lender may at any time sell participations to one or more Eligible Transferees (each a Participant) in all or a portion of its interests, rights or obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment and the Loans and participations owing to it and the Note, if any, held by it) without the consent of the Borrower or the Administrative Agent; provided that:

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(a) any such Lenders obligations under this Agreement and the other Loan Documents shall remain unchanged;��

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(b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

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(c) the parties hereto shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement and each of the other Loan Documents;

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(d) such Participant shall be entitled to the cost protection provisions of Article III to the same extent as if such Participant were a Lender (but no such Participant shall be entitled to any greater payment thereunder than the Lender that sold the participation to such Participant (except to the extent of any change in law after the date of such participation)); and

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(e) no Participant (unless such Participant is itself a Lender) shall be entitled to require such Lender to take or refrain from taking action under this Agreement or under any other Loan Document, except that such Lender may agree with such Participant that such Lender will not, without such Participants consent, take action of the type described as follows:

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(i) increase the portion of the participation amount of any Participant over the amount thereof then in effect, or extend the Commitment Period, without the written consent of each Participant affected thereby; or

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(ii) reduce the principal amount of or extend the time for any payment of principal of any Loan, or reduce the rate of interest or extend the time for payment of interest on any Loan, or reduce the commitment fee, without the written consent of each Participant affected thereby.

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Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participants interest in the Loans or other obligations under the Loan Documents (the Participant Register); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participants interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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Section 11.12. Replacement of Affected Lenders. Each Lender agrees that, during the time in which any Lender is an Affected Lender and at the sole expense of the Borrower, upon notice by the Borrower to such Affected Lender and the Administrative Agent, such Affected Lender shall assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.10 hereof), all of its interests, rights and obligations under this Agreement to an Eligible Transferee, approved by the Borrower (unless an Event of Default shall exist) and the Administrative Agent, that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that such Affected Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (recognizing that any Affected Lender may have given up its rights under this Agreement to receive payment of fees and other amounts pursuant to Section 2.7(e) and (f) hereof), from such Eligible Transferee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Article III hereof).

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Section 11.13. Patriot Act Notice. Each Lender, and the Administrative Agent (for itself and not on behalf of any other party), hereby notifies the Credit Parties that, pursuant to the requirements of the Patriot Act, such Lender and the Administrative Agent are required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of each of the Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Patriot Act. The Borrower shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or a Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with the Patriot Act.

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Section 11.14. Severability of Provisions; Captions; Attachments. Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

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Section 11.15. [Reserved]

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Section 11.16. Entire Agreement. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all of the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof (except with respect to (i)�the Administrative Agent Fee Letter, which shall remain in full force and effect after the Closing Date and (ii)�those provisions of the Engagement Letter expressly stated to survive the execution hereof, which shall remain in full force and effect after the Closing Date).

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Section 11.17. Limitations on Liability of the Fronting Lender. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letters of Credit. Neither the Fronting Lender nor any of its officers or directors shall be liable or responsible for (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Fronting Lender against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the account party on such Letter of Credit shall have a claim against the Fronting Lender, and the Fronting Lender shall be liable to such account party, to the extent of any direct, but not consequential, damages suffered by such account party that such account party proves were caused by (i) the Fronting Lenders willful misconduct or gross negligence (as determined by a final judgment of a court of competent jurisdiction) in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit, or (ii) the Fronting Lenders willful failure to make lawful payment under any Letter of Credit after the presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Fronting Lender may accept documents that appear on their face to be in order, without responsibility for further investigation.

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Section 11.18. General Limitation of Liability. No claim may be made by any Credit Party, any Lender, the Administrative Agent, the Fronting Lender or any other Person against the Administrative Agent, the Fronting Lender, or any other Lender or the affiliates, directors, officers, employees, attorneys or agents of any of them for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any of the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Borrower, each Lender, the Administrative Agent and the Fronting Lender hereby, to the fullest extent permitted under applicable law, waive, release and agree not to sue or counterclaim upon any such claim for any special, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor.

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Section 11.19. No Duty. All attorneys, accountants, appraisers, consultants and other professional persons (including the firms or other entities on behalf of which any such Person may act) retained by the Administrative Agent or any Lender with respect to the transactions contemplated by the Loan Documents shall have the right to act exclusively in the interest of the Administrative Agent or such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to the Borrower, any other Companies, or any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. The Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.

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Section 11.20. Legal Representation of Parties. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

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Section 11.21. Submission to Jurisdiction.

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(a) Governing Law. This Agreement, each of the Notes and any other Related Writing shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of the Borrower, the Administrative Agent, and the Lenders shall be governed by New York law, without regard to principles of conflicts of laws.

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(b) Submission to Jurisdiction. The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of forum non conveniens or otherwise. The Borrower agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(c) JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

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[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties have executed and delivered this Credit and Security Agreement as of the date first set forth above.

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Address:

9900 Westpark Drive
Suite 300

Houston, Texas 77063

IGNITE RESTAURANT GROUP, INC.

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Attention: Edward Engel

By:

/s/ Edward W. Engel

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Address:	Credit Suisse AG Eleven Madison Avenue 23rd Floor New York, NY 10010	Credit Suisse AG, Cayman Islands Branch as the Administrative Agent and as a Lender
�	�	By:	/s/ Nupur Kumar
�	�	�	Nupur Kumar
�	�	�	Authorized Signatory
�	�	�	�
�	�	�	/s/ Samuel Miller
�	�	�	Samuel Miller
�	�	�	Authorized Signatory

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Address:	KEYBANK NATIONAL ASSOCIATION 127 PUBLIC SQUARE CLEVELAND, OH 4414	KEYBANK NATIONAL ASSOCIATION � as a Lender
�	�	�
�	�	By:	/s/ Marianne T. Meil
�	�	�	Marianne T. Meil
�	�	�	Sr. Vice President

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Address:	DBD CREDIT FUNDING LLC �	DBD CREDIT FUNDING LLC
�	c/o Fortress Investment Group 1345 Avenueof the Americas, 46^th Floor New York, NY 10105	�
�	�	By:	/s/ Scott Silvers
�	�	Name:	Scott Silvers
�	�	Title:	Authorized Signatory

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Signature Page to

Credit and Security Agreement

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SCHEDULE 1

COMMITMENTS OF LENDERS

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�	Credit Suisse AG	KeyBank National Association	DBD Credit Funding Llc	Total
Overall�Commitment Percentage	53.85%	10.26%	35.90%	100%
Revolving�Credit Commitment Percentage	33.33%	66.67%	0.00%	100%
Term Loan Commitment Percentage	57.58%	0.00%	42.42%	100%
Term Loan Commitment Amount	$95,000,000	$0	$70,000,000	$165,000,000
Revolving Loan Amount	$10,000,000	$20,000,000	0	$30,000,000
Total Commitment Amount	$105,000,000�	$20,000,000	$70,000,000	$195,000,000

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F-1

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EXHIBIT A
FORM OF
REVOLVING CREDIT NOTE

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[Date]

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FOR VALUE RECEIVED, the undersigned, IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the Borrower), promises to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of (Lender) at the office of CREDIT SUISSE AG, as the Administrative Agent, as hereinafter defined, 11 Madison Avenue, 23rd Floor, New York, NY, 10010 the principal sum of

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[�] AND 00/100 DOLLARS

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or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement, made by Lender to the Borrower pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States of America.

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As used herein, Credit Agreement means the Credit and Security Agreement dated as of August 13, 2014, among the Borrower, the Lenders, as defined therein, and Credit Suisse AG, as administrative agent for the Lenders (the Administrative Agent), as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

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The Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.4(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.4(a); provided that interest on any principal portion that is not paid when due shall be payable on demand.

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The portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, interest owing thereon and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrower under this Note or the Credit Agreement.

�

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, pursuant to the terms of the Credit Agreement, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

�

This Note is one of the Revolving Credit Notes referred to in the Credit Agreement and is entitled to the benefits thereof. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

�

Except as expressly provided in the Credit Agreement, the Borrower expressly waives presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions.

��

�

E-1

�

JURY TRIAL WAIVER. THE BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

�

��

�	�	IGNITE RESTAURANT GROUP, INC.
�	�	�
�	�	By:	�
�	�	Name:	�
�	�	Title:	�

��

�

E-2

�

��

EXHIBIT B
[Reserved]

�

E-3

�

��

EXHIBIT C
FORM OF
TERM NOTE

�

August 13, 2014

�

FOR VALUE RECEIVED, the undersigned, IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the Borrower), promises to pay to the order of (Lender) at the office of CREDIT SUISSE AG, as the Administrative Agent, as hereinafter defined, 11 Madison Avenue, 23rd Floor, New York, NY, 10010 the principal sum of

[�] AND 00/100 DOLLARS

�

in lawful money of the United States of America in consecutive principal payments as set forth in the Credit Agreement (as hereinafter defined).

�

The Borrower also promises to pay interest on the unpaid principal amount of the Term Loan from time to time outstanding, from the date of the Term Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.4(c) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.4(c); provided that interest on any principal portion that is not paid when due shall be payable on demand.

�

The portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, interest owing thereon, and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrower under this Note or the Credit Agreement.

�

This Note is one of the Term Notes referred to in the Credit Agreement and is entitled to the benefits thereof. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

�

��

�

E-4

�

�	�	IGNITE RESTAURANT GROUP, INC.
�	�	�
�	�	By:	�
�	�	Name:	�
�	�	Title:	�

��

�

E-5

�

EXHIBIT D
FORM OF
NOTICE OF LOAN

�

, 20

�

Credit Suisse AG, as the Administrative Agent
11 Madison Avenue

23rd Floor

New York, NY 10010

�

Ladies and Gentlemen:

�

The undersigned, on behalf of IGNITE RESTAURANT GROUP, INC., a Delaware corporation, (the Borrower) refers to the Credit and Security Agreement, dated as of August [�], 2014 (Credit Agreement, the terms defined therein being used herein as therein defined), among the undersigned, the Lenders, as defined in the Credit Agreement, and CREDIT SUISSE AG, as administrative agent for the Lenders (the Administrative Agent), and hereby gives you notice, pursuant to Section 2.6 of the Credit Agreement that the Borrower hereby requests [a Loan (the Proposed Loan)][an interest change with respect to a portion of a Term Loan (the Term Loan Interest Change)][an interest change with respect to an outstanding Revolving Loan (the Revolving Loan Interest Change)], and in connection therewith sets forth below the information relating to the [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change] as required by Section 2.6 of the Credit Agreement:

�

(a) The Business Day of the [Proposed Loan][Term Loan Interest Change] [Revolving Loan Interest Change] is , 20 .

�

(b) The amount of the [Proposed Loan][Term Loan Interest Change] [Revolving Loan Interest Change] is $�.

�

(d) The [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change] is to be a Base Rate Loan / Eurodollar Loan
(Check one.)

�

(e) If the [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change] is a Eurodollar Loan, the Interest Period requested is one month , two months , three months , or six months .
(Check one.)

�

The undersigned hereby certifies on behalf of the Borrower that the following statements are true on the date hereof, and will be true on the date of the [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change]:

�

(i)�subject to Section 4.2 of the Credit Agreement, the representations and warranties contained in each Loan Document are (A) with respect to representations and warranties that contain a materiality qualification, true and correct, and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case, as of the date hereof (except to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties are (1) with respect to representations and warranties that contain a materiality qualification, true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of such earlier date), before and after giving effect to the [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change] and the application of the proceeds therefrom, as though made on and as of such date;

��

�

E-6

�

(ii)�no event has occurred and is continuing, or would result from such [Proposed Loan][Term Loan Interest Change][Revolving Loan Interest Change], or the application of proceeds therefrom, that constitutes a Default or Event of Default; and

�

(iii)�the conditions set forth in Section 2.6 and Article IV of the Credit Agreement have been satisfied.

�

�	�	IGNITE RESTAURANT GROUP, INC.
�	�	�
�	�	By:	�
�	�	Name:	�
�	�	Title:	�

�

��

�

E-7

�

EXHIBIT E
FORM OF
COMPLIANCE CERTIFICATE

�

For the Quarterly Reporting Period ended

�

THE UNDERSIGNED HEREBY CERTIFIES THAT:

�

(1) I am the duly elected [President] or [Chief Financial Officer] of IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the Borrower);

�

(2) I am familiar with the terms of that certain Credit and Security Agreement, dated as of August 13, 2014, among the Borrower, the lenders party thereto (together with their respective successors and assigns, collectively, the Lenders), as defined in the Credit Agreement, CREDIT SUISSE AG, as the Administrative Agent (as the same may from time to time be amended, restated or otherwise modified, the Credit Agreement, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

�

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

�

(4) As of the date hereof, each of the representations and warranties contained in each Loan Document are (i) with respect to representations and warranties that contain a materiality qualification, true and correct, and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case, as of the date hereof (except to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties are (A) with respect to representations and warranties that contain a materiality qualification, true and correct as of such earlier date, and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of such earlier date); and

�

(5) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Sections 5.7 of the Credit Agreement, and the calculation of Excess Cash Flow, which calculations show compliance with the terms thereof.

�

IN WITNESS WHEREOF, I have signed this certificate the day of , 20 .

�

�	�	IGNITE RESTAURANT GROUP, INC.
�	�	�
�	�	By:	�
�	�	Name:	�
�	�	Title:	�

��

�

E-8

�

EXHIBIT F
FORM OF
ASSIGNMENT AND ACCEPTANCE AGREEMENT

�

This Assignment and Acceptance Agreement (this Assignment Agreement) between (the Assignor) and (the Assignee) is dated as of , 20 . The parties hereto agree as follows:

�

1. Preliminary Statement. Assignor is a party to a Credit and Security Agreement, dated as of August 13, 2014 (as the same may from time to time be amended, restated or otherwise modified, the Credit Agreement), among IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the Borrower), the lenders party thereto (together with their respective successors and assigns, collectively, the Lenders and, individually, each a Lender) and CREDIT SUISSE AG, as administrative agent for the Lenders (the Administrative Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

�

2. Assignment and Assumption. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignors rights and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter, the Assigned Percentage) of Assignors right, title and interest in and to, as applicable, (a) the Commitment, (b) any Loan made by Assignor that is outstanding on the Assignment Effective Date, (c)�Assignors interest in any Letter of Credit outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor pursuant to the Credit Agreement, and (e) the Credit Agreement and the other Related Writings. After giving effect to such sale and assignment and on and after the Assignment Effective Date, Assignee shall be deemed to have one or more Applicable Commitment Percentages under the Credit Agreement equal to the Applicable Commitment Percentages set forth in subparts II.A and II.B on Annex 1 hereto and an Assigned Amount as set forth on subparts I.A and I.B of Annex 1 hereto (hereinafter, the Assigned Amount).

�

3. Assignment Effective Date. The Assignment Effective Date (the Assignment Effective Date) shall be [�,�] (or such other date agreed to by the Administrative Agent). On or prior to the Assignment Effective Date, Assignor shall satisfy the following conditions:

�

(a) receipt by the Administrative Agent of this Assignment Agreement, including Annex 1 hereto, properly executed by Assignor and Assignee and accepted and consented to by the Administrative Agent and, if necessary pursuant to the provisions of Section 11.10(b) of the Credit Agreement, by the Borrower;

�

(b) receipt by the Administrative Agent from Assignor of a fee of $3,500, if required by Section 11.10(d) of the Credit Agreement;

�

(c) receipt by the Administrative Agent from Assignee of an administrative questionnaire, or other similar document, which shall include (i) the address for notices under the Credit Agreement, (ii) the address of its Lending Office, (iii) wire transfer instructions for delivery of funds by the Administrative Agent, and (iv) such other information as the Administrative Agent shall request; and

�

(d) receipt by the Administrative Agent from Assignor or Assignee of any other information required pursuant to Section 11.10 of the Credit Agreement or otherwise necessary to complete the transaction contemplated hereby.

�

4. Payment Obligations. In consideration for the sale and assignment of Loans hereunder, Assignee shall pay to Assignor, on the Assignment Effective Date, the amount agreed to by Assignee and Assignor. Any interest, fees and other payments accrued prior to the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will hold in trust for the other party any interest, fees or other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and to pay the other party any such amounts which it may receive promptly upon receipt thereof.

��

�

E-9

�

5. Credit Determination; Limitations on Assignors Liability. Assignee represents and warrants to Assignor, the Borrower, the Administrative Agent and the Lenders (a) that it is capable of making and has made and shall continue to make its own credit determinations and analysis based upon such information as Assignee deemed sufficient to enter into the transaction contemplated hereby and not based on any statements or representations by Assignor; (b) Assignee confirms that it meets the requirements to be an assignee as set forth in Section 11.10 of the Credit Agreement; (c) if applicable, Assignee confirms that it is able to fund the Loans and the Letters of Credit as required by the Credit Agreement; (d) Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Related Writings are required to be performed by it as a Lender thereunder; and (e) Assignee represents that it has reviewed each of the Loan Documents. It is understood and agreed that the assignment and assumption hereunder are made without recourse to Assignor and that Assignor makes no representation or warranty of any kind to Assignee and shall not be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of the Credit Agreement or any other Related Writings, (ii) any representation, warranty or statement made in or in connection with the Credit Agreement or any of the other Related Writings, (iii) the financial condition or creditworthiness of the Borrower or any Guarantor of Payment, (iv) the performance of or compliance with any of the terms or provisions of the Credit Agreement or any of the other Related Writings, (v) the inspection of any of the property, books or records of the Borrower, or (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or Letters of Credit. Neither Assignor nor any of its officers, directors, employees, agents or attorneys shall be liable for any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans, the Letters of Credit, the Credit Agreement or the Related Writings, except for its or their own gross negligence or willful misconduct. Assignee appoints the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof.

�

6. Indemnity. Assignee agrees to indemnify and hold harmless Assignor against any and all losses, cost and expenses (including, without limitation, attorneys fees) and liabilities incurred by Assignor in connection with or arising in any manner from Assignees performance or non-performance of obligations assumed under this Assignment Agreement.

�

7. Subsequent Assignments. After the Assignment Effective Date, Assignee shall have the right, pursuant to Section 11.10 of the Credit Agreement, to assign the rights which are assigned to Assignee hereunder, provided that (a) any such subsequent assignment does not violate any of the terms and conditions of the Credit Agreement, any of the other Related Writings, or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Credit Agreement or any of the other Related Writings has been obtained, (b) the assignee under such assignment from Assignee shall agree to assume all of Assignees obligations hereunder in a manner satisfactory to Assignor, and (c) Assignee is not thereby released from any of its obligations to Assignor hereunder.

�

8. Reductions of Aggregate Amount of Commitments. If any reduction in the Total Commitment Amount occurs between the date of this Assignment Agreement and the Assignment Effective Date, the percentage of the Total Commitment Amount assigned to Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the Commitment of Assignee shall be recalculated based on the reduced Total Commitment Amount.

�

9. Acceptance of the Administrative Agent; Notice by Assignor. This Assignment Agreement is conditioned upon the acceptance and consent of the Administrative Agent and, if necessary pursuant to Section 11.10 of the Credit Agreement, upon the acceptance and consent of the Borrower; provided that the execution of this Assignment Agreement by the Administrative Agent and, if necessary, by the Borrower is evidence of such acceptance and consent.

�

10. Entire Agreement. This Assignment Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

�

11. Governing Law. This Assignment Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws.

��

�

E-10

�

12. Notices. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth under each partys name on the signature pages hereof.

�

13. Counterparts. This Assignment Agreement may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

�

[Remainder of page intentionally left blank.]

�

E-11

�

��

JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, AND THE BORROWER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS ASSIGNMENT AGREEMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED HERETO.

�

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

�

�			�	ASSIGNOR:
�			�	�
�			�	�
Address:	�		�	�
�	�		�	�
�	Attn:	�	�	By:	�
�	Phone:	�	�	Name:	�
�	Fax:	�	�	Title:	�

�

�			�	ASSIGNEE:
�			�	�
�			�	�
Address:	�		�	�
�	�		�	�
�	Attn:	�	�	By:	�
�	Phone:	�	�	Name:	�
�	Fax:	�	�	Title:	�

�

Accepted and Consented to this day of , 20 :		�	Accepted and Consented to this day of , 20 :
�		�	�
CREDIT SUISSE AG		�	IGNITE RESTAURANT GROUP, INC.
as the Administrative Agent		�	�
�		�	�
By:	�	�	By:	�
Name:	�	�	Name:	�
Title:	�	�	Title:	�

��

�

E-12

�

ANNEX 1
TO
ASSIGNMENT AND ACCEPTANCE AGREEMENT

�

On and after the Assignment Effective Date, after giving effect to all other assignments being made by Assignor on the Assignment Effective Date, the Commitment of Assignee, and, if this is less than an assignment of all of Assignors interest, Assignor, shall be as follows:

�

I.	INTEREST BEING ASSIGNED TO ASSIGNEE
�
�	A.	Revolving Credit Commitment
�
�	�	Applicable Commitment Percentage of Revolving Credit Commitment	�	�		%	�
�	�	Assigned Amount	�	$	�	�	�
�
�	B.	Term Loan
�
�	�	Applicable Commitment Percentage of Term Loan Commitment / outstanding portion of the Term Loan	�	�		%	�
�	�	Assigned Amount	�	$	�	�	�
�

�

II.	ASSIGNEES COMMITMENT (as of the Assignment Effective Date)
�
�	A.	Revolving Credit Commitment
�
�	�	Applicable Commitment Percentage of Revolving Credit Commitment	�	�		%	�
�	�	Assigned Amount	�	$	�	�	�
�
�	B.	Term Loan
�
�	�	Applicable Commitment Percentage of Term Loan Commitment / outstanding portion of the Term Loan	�	�		%	�
�	�	Assigned Amount	�	$	�	�	�
�

�

III.	ASSIGNORS COMMITMENT (as of the Assignment Effective Date)
�
�	A.	Revolving Credit Commitment
�
�	�	Applicable Commitment Percentage of Revolving Credit Commitment	�	�		%	�
�	�	Assigned Amount	�	$	�	�	�
�
�	B.	Term Loan
�
�	�	Applicable Commitment Percentage of Term Loan Commitment / outstanding portion of the Term Loan	�	�	�	%	�
�	�	Assigned Amount	�	$	�	�	�

�

E-13

�

Schedule 2

Guarantors of Payment

�

Guarantors of Payment:

�

Crab Addison, Inc.

Joes Crab Shack-San Diego, Inc.

Joes Crab Shack - Redondo Beach, Inc.

Joes Crab Shack - Kansas, Inc.

BHTT Entertainment, Inc.

Ignite Restaurants - New Jersey, Inc.

Joes Crab Shack - Alabama Private Club, Inc.

Joes Crab Shack - Maryland, Inc.

Joes Crab Shack - Hunt Valley MD, Inc.

Joes Crab Shack - Anne Arundel MD, Inc.

JCS Monmouth Mall - NJ, LLC

Joes Crab Shack - Abingdon MD, Inc.

Brick House Development, LLC

Mac Management Blocker LLC

Mac Parent LLC

Mac Holding LLC

Mac Acquisition LLC

Mac Acquisition of New Jersey LLC

Mac Acquisition of Kansas LLC

Mac Acquisition of Anne Arundel County LLC

Mac Acquisition of Howard County LLC

Mac Acquisition of Frederick County LLC

Mac Acquisition of Montgomery County LLC

Mac Acquisition of Baltimore County LLC

Mac Acquisition IP LLC

JCS Development, LLC

RMG Development, LLC

�

��

Schedule 2.2

Existing Letters of Credit

�

Letter of

Credit Issuer

Letter of Credit

Number

Account Party

Type of Letter

of Credit

Amount

KEYBANK

NATIONAL

ASSOCIATION

S322441000

Zurich American

Insurance

Company

Irrevocable

Standby Letter of

Credit

$3,680,000

KEYBANK

NATIONAL

ASSOCIATION

S322666000A

Travelers

Insurance

Irrevocable

Standby Letter of

Credit

$2,300,000

KEYBANK

NATIONAL

ASSOCIATION

S322680000A

Great Hills

Insurance

Irrevocable

Standby Letter of

Credit

$556,750

�

Schedule 3

Pledged Securities

�

Company or Subsidiary	Issuer and Type of Organization	# of Shares/Equity Interests Owned and Pledged	Total Shares/Equity Interests Outstanding	Certificate No. (if any)
Ignite Restaurant Group, Inc.	Crab Addison, Inc. / Texas corporation	1,000 shares of Common Stock	1,000	4
Ignite Restaurant Group, Inc.	Joes Crab Shack-San Diego Inc. / California corporation	1,000 shares of Common Stock	1,000	2
Ignite Restaurant Group, Inc.	Joes Crab Shack - Redondo Beach Inc. / California corporation	1,000 shares of Common Stock	1,000	2
Ignite Restaurant Group, Inc.	Joes Crab Shack - Kansas, Inc. / Kansas corporation	1,000 shares of Common Stock	1,000	3
Ignite Restaurant Group, Inc.	BHTT Entertainment, Inc. / Texas corporation	1,000 shares of Common Stock	1,000	1
Ignite Restaurant Group, Inc.	Ignite Restaurants - New Jersey, Inc. / New Jersey corporation	1,000 shares of Common Stock	1,000	1
Ignite Restaurant Group, Inc.	Joes Crab Shack - Alabama Private Club, Inc. / Alabama corporation	100 shares of Common Stock	100	2
Crab Addison, Inc.	Joes Crab Shack - Maryland, Inc. / Maryland corporation	997 shares of Common Stock	1,000	� 4
Crab Addison, Inc.	Joes Crab Shack Abingdon MD, Inc. / Maryland corporation	700 shares of Common Stock	1,000	1
Crab Addison, Inc.	Joes Crab Shack Abingdon MD, Inc. / Maryland corporation	100 shares of Common Stock	1,000	10
Crab Addison, Inc.	Joes Crab Shack Hunt Valley MD, Inc. / Maryland corporation	970 shares of Common Stock	1,000	1

�

Crab Addison, Inc.	Joes Crab Shack Anne Arundel MD, Inc. / Maryland corporation	970 shares of Common Stock	1,000	1
BHTT Entertainment, Inc.	Brick House Development, LLC / Delaware limited liability company	100% of membership interest	N/A	N/A
Ignite Restaurant Group, Inc.	Mac Management Blocker LLC / Delaware limited liability company	100% of membership interest	N/A	N/A
Ignite Restaurant Group, Inc.	Mac Parent LLC / Delaware limited liability company	15.6% of membership interests	N/A	N/A
Mac Management Blocker LLC	Mac Parent LLC / Delaware limited liability company	84.4% of membership interest	N/A	N/A
Mac Parent LLC	Mac Holding LLC / Delaware limited liability company	100% of membership interest	N/A	2
Mac Holding LLC	Mac Acquisition LLC / Delaware limited liability company	100% of membership interest	N/A	3
Mac Acquisition LLC	Mac Acquisition of New Jersey LLC / New Jersey limited liability company	100% of membership interest	N/A	1
Mac Acquisition LLC	Mac Acquisition of Kansas LLC / Kansas limited liability company	100% of membership interest	N/A	2
Mac Acquisition LLC	Mac Acquisition of Anne Arundel County LLC / Maryland limited liability company	100% of Class A membership interest	N/A	N/A
Mac Acquisition LLC	Mac Acquisition of Howard County LLC / Maryland limited liability company	100% of Class A membership interest	N/A	N/A
Mac Acquisition LLC	Mac Acquisition of Frederick County LLC / Maryland limited liability company	100% of Class A membership interest	N/A	N/A

��

�

Mac Acquisition LLC	Mac Acquisition of Montgomery County LLC / Maryland limited liability company	100% of Class A membership interest	N/A	N/A
Mac Acquisition LLC	Mac Acquisition of Baltimore County LLC / Maryland limited liability company	100% of Class A membership interest	N/A	N/A
Mac Acquisition LLC	Mac Acquisition IP LLC	100% of membership interest	N/A	2
Crab Addison, Inc.	JCS Development, LLC / Delaware limited liability company	100% of membership interests.	N/A	N/A
Mac Acquisition, LLC	RMG Development, LLC / Delaware limited liability company	100% of membership interest	N/A	N/A

�

Schedule 5.3

Financial Reporting Periods and Quarterly Reporting Periods

�

Fiscal Quarters			�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
2014 Fiscal Year					�	�	2015
�	�	Qtr Begins	�	Qtr Ends	�	�	�	�	Qtr Begins	�	Qtr Ends
Q1	�	12/31/2013	�	3/31/2014	�	�	Q1	�	12/30/2014	�	3/30/2015
Q2	�	4/1/2014	�	6/30/2014	�	�	Q2	�	3/31/2015	�	6/29/2015
Q3	�	7/1/2014	�	9/29/2014	�	�	Q3	�	6/30/2015	�	9/28/2015
Q4	�	9/30/2014	�	12/29/2014	�	�	Q4	�	9/29/2015	�	12/28/2015
�	�	�	�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
2016 (53 Weeks)					�	�	2017
�	�	Qtr Begins	�	Qtr Ends	�	�	�	�	Qtr Begins	�	Qtr Ends
Q1	�	12/29/2015	�	3/28/2016	�	�	Q1	�	1/3/2017	�	4/3/2017
Q2	�	3/29/2016	�	6/27/2016	�	�	Q2	�	4/4/2017	�	7/3/2017
Q3	�	6/28/2016	�	9/26/2016	�	�	Q3	�	7/4/2017	�	10/2/2017
Q4	�	9/27/2016	�	1/2/2017	�	�	Q4	�	10/3/2017	�	1/1/2018
�	�	�	�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
2018					�	�	2019
�	�	Qtr Begins	�	Qtr Ends	�	�	�	�	Qtr Begins	�	Qtr Ends
Q1	�	1/2/2018	�	4/2/2018	�	�	Q1	�	1/1/2019	�	4/1/2019
Q2	�	4/3/2018	�	7/2/2018	�	�	Q2	�	4/2/2019	�	7/1/2019
Q3	�	7/3/2018	�	10/1/2018	�	�	Q3	�	7/2/2019	�	9/30/2019
Q4	�	10/2/2018	�	12/31/2018	�	�	Q4	�	10/1/2019	�	12/30/2019
�	�	�	�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
Fiscal Years			�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
�	�	Year Begins	�	Year Ends	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�	�	�	�
2014	�	12/31/2013	�	12/29/2014	�	�	�	�	�	�	�
2015	�	12/30/2014	�	12/28/2015	�	�	�	�	�	�	�
2016	�	12/29/2015	�	1/2/2017	�	�	�	�	�	�	�
2017	�	1/3/2017	�	1/1/2018	�	�	�	�	�	�	�
2018	�	1/2/2018	�	12/31/2018	�	�	�	�	�	�	�
2019	�	1/1/2019	�	12/30/2019	�	�	�	�	�	�	�

�

Schedule 5.8

Indebtedness

�

Indebtedness in the principal amount of $482.335.56 incurred pursuant to a Commercial Insurance Premium Finance and Security Agreement with BankDirect Capital Finance titled Loan Number 409576 for 2014 insurance payable in 3 monthly installments of $160,778.52 starting 8/1/2014.

�

Indebtedness in the principal amount of $184,075.96 incurred pursuant to a Commercial Insurance Premium Finance and Security Agreement with BankDirect Capital Finance titled Loan Number 405548 for 2014 insurance payable in 4 monthly installments of $46,018.99 starting 8/1/2014.

�

Indebtedness in the principal amount of $127,305.00 incurred pursuant to a Commercial Insurance Premium Finance and Security Agreement with BankDirect Capital Finance titled Quote Number 1055813.1 for 2014-2015 insurance payable in 10 monthly installments of $12,829.32 starting 8/25/2014.

�

Indebtedness pursuant to the Existing Letters of Credit set forth on Schedule 2.2.

��

�

��

Schedule 5.9

Liens

�

UCC-1 #181467002 filed March 11, 2013 with the Maryland Department of Assessments & Taxation listing Joes Crab Shack - Maryland, Inc., as debtor, and GB Mall Limited Partnership t/a Beltway Plaza Shopping Center, as secured party, covering all fixtures and personal property in or about the restaurant premises (as more particularly described in such financing statement) during the lease term.

�

UCC-1 #12-0038625592 filed December 12, 2012 with the Texas Secretary of State listing Crab Addison, Inc., as debtor, and EKLECCO NEWCO LLC, as secured party, covering all inventory, equipment and merchandise on the premises in which tenant has any interest and in all proceeds arising therefrom.

�

��

Schedule 5.11

Contingent Obligations Existing as of the Closing Date

�

None.

�

��

Schedule 5.24

Restrictive Agreements

�

Limited Liability Company Agreement of JCS Monmouth Mall - NJ, LLC, dated as of May 10, 2011, among Crab Addison, Inc., a Texas corporation and VNO MM License LLC, a Delaware limited liability company.

��

�

��

Schedule 6.1

Corporate Existence; Subsidiaries; Foreign Qualification

�

Company or Subsidiary	Type of Organization	Jurisdiction of Organization/ Formation	Foreign Qualification	Material Domestic Subsidiary (as defined in the Credit Agreement)	Owner	Ownership Percentage
Ignite Restaurant Group, Inc.	Corporation	DE	CA, NE, TX	�	�	�
Crab Addison, Inc.	Corporation	TX	AL, AZ, CA, CO, DE, FL, GA, ID, IL, IN, IA, KY, LA, MD, MA, MI, MN, MO, NE, NV, NJ, NY, NC, OH, OK, PA, SC, TN, UT, VA, WA	Yes	Ignite Restaurant Group, Inc.	100%
Joes Crab Shack- San Diego Inc.	Corporation	CA	None	No	Ignite Restaurant Group, Inc.	100%
Joes Crab Shack- Redondo Beach Inc.	Corporation	CA	None	No	Ignite Restaurant Group, Inc.	100%
Joes Crab Shack - Kansas, Inc.	Corporation	KS	None	No	Ignite Restaurant Group, Inc.	100%
BHTT Entertainment, Inc.	Corporation	TX	CO, FL, IL, KY, MO, NJ, NY, OH, PA	Yes	Ignite Restaurant Group, Inc.	100%
Ignite Restaurants - New Jersey, Inc.	Corporation	NJ	None	Yes	Ignite Restaurant Group, Inc.	100%

��

�

Company or Subsidiary	Type of Organization	Jurisdiction of Organization/ Formation	Foreign Qualification	Material Domestic Subsidiary (as defined in the Credit Agreement)	Owner	Ownership Percentage
Joes Crab Shack - Alabama Private Club, Inc.	Non-Profit Corporation	AL	None	No	Ignite Restaurant Group, Inc.	100%
Joes Crab Shack -	Corporation	MD	None	�	Crab Addison, Inc.	99.7%
Maryland, Inc.	�	�	�	� No	James F. Mazany	0.1%
�	�	�	�	�	Edward W. Engel	0.1%
�	�	�	�	�	Michael J. Dixon	0.1%
Joes Crab Shack-	Corporation	MD	None	�	Crab Addison, Inc.	97.0%
Hunt Valley MD, Inc.	�	�	�	� No	James F. Mazany	1.0%
�	�	�	�	�	Edward W. Engel	1.0%
�	�	�	�	�	Jonathan M. Herbst	1.0%
Joes Crab Shack -	Corporation	MD	None	�	Crab Addison, Inc.	97.0%
Anne Arundel MD, Inc.	�	�	�	� No	James F. Mazany	1.0%
�	�	�	�	�	Edward W. Engel	1.0%
�	�	�	�	�	Kimberly J. Castle	1.0%
JCS Monmouth Mall -	Limited Liability	DE	NJ	�	Crab Addison, Inc.	99.0%
NJ, LLC	Company	�	�	No	VNO MM License LLC, a Delaware limited liability company	1.0%
Joes Crab Shack -	Corporation	MD	None	�	Crab Addison, Inc.	80.0%
Abingdon MD, Inc.	�	�	�	No	Christina N. Armstrong	10.0%
�	�	�	�	�	Stephanie R. DuVall	10.0%
Brick House Development, LLC	Limited Liability Company	DE	None	No	BHTT Entertainment, Inc.	100%
Mac Management Blocker LLC	Limited Liability Company	DE	None	No	Ignite Restaurant Group, Inc.	100%
Mac Parent LLC	Limited Liability Company	DE	None	No	Ignite Restaurant Group, Inc.	15.6%
�	�	�	�	�	Mac Management Blocker LLC	84.4%

��

�

Company or Subsidiary	Type of Organization	Jurisdiction of Organization/ Formation	Foreign Qualification	Material Domestic Subsidiary (as defined in the Credit Agreement)	Owner	Ownership Percentage
Mac Holding LLC	Limited Liability Company	DE	None	No	Mac Parent LLC	100%
Mac Acquisition LLC	Limited Liability Company	DE	AL, AZ, AR, CA, CO, FL, GA, IL, IN, IA, KY,�LA, ME, MD, MA, MI, MN, MO,�NE, NV, NJ, NM, NY, NC, OH, OK, PA, SC, TN, TX, UT, VA, WA	No	Mac Holding LLC	100%
Mac Acquisition of New Jersey LLC	Limited Liability Company	NJ	None	No	Mac Acquisition LLC	100%
Mac Acquisition of Kansas LLC	Limited Liability Company	KS	None	No	Mac Acquisition LLC	100%
�	�	�	�	�	Mac Acquisition LLC	100.0% of Class A Membership Rights
�	�	�	�	�	Cindy Castle-Belhert	50.0% of Class B Membership Rights
� Mac Acquisition of Anne Arundel County�LLC	� Limited Liability Company	MD	�None	No	Laura C. Richard	50.0% of Class B Membership Rights
Mac Acquisition of Howard�County�LLC	Limited Liability Company	MD	None	No	Mac Acquisition LLC	100.0% of Class A Membership Rights
�	�	�	�	�	Kathlyn McCann	100.0% of Class B Membership Rights

��

�

Company or Subsidiary	Type of Organization	Jurisdiction of Organization/ Formation	Foreign Qualification	Material Domestic Subsidiary (as defined in the Credit Agreement)	Owner	Ownership Percentage
Mac Acquisition of Frederick�County�LLC	Limited Liability Company	MD	None	No	Mac Acquisition LLC	100.0% of Class A Membership Rights
Mac Acquisition of Montgomery�County�LLC	Limited Liability Company	MD	None	No	Mac Acquisition LLC	100.0% of Class A Membership Rights
�	�	�	�	�	Mac Acquisition LLC	100.0% of Class A Membership Rights
�	�	�	�	�	Timothy D. Norris	50.0% of Class B Membership Rights
� Mac Acquisition of Baltimore�County�LLC	� Limited Liability Company	MD	None	No	Laura C. Richard	50.0% of Class B Membership Rights
Mac Acquisition IP LLC	Limited Liability Company	DE	None	No	Mac Acquisition LLC	100%
JCS Development, LLC	Limited Liability Company	DE	None	No	Crab Addison, Inc.	100%
RMG Development, LLC	Limited Liability Company	DE	None	No	Mac Acquisition, LLC	100%

��

�

*The chief executive office and principal place of business for each of the entities listed above is 9900 Westpark Dr., Ste 300, Houston, TX 77063.

�

Schedule 6.4

Litigation and Administrative Proceedings

��

Roberto Martinez v. Joes Crab Shack, Inc. Roberto Martinez (Martinez), a former kitchen manager at Joes Crab Shack restaurant in Ventura, California, filed a class action lawsuit against the Company in Los Angeles Superior Court in September 2007 in which he contended that he and all other managerial employees in California were misclassified as exempt employees and are entitled to unpaid overtime, as well as compensation for missed meal and rest breaks, penalties, costs and attorneys fees. Defendants are vigorously contesting this matter. At this stage in the matter, it is impossible to predict with any certainty whether Ignites petition will be granted, a class will be certified, whether the plaintiffs and the class will prevail, or the damages they might recover were they to prevail.

��

Chaz Campton Securities Litigation. On July 20, 2012, a putative class action complaint was filed in the U.S. District Court for the Southern District of Texas against Ignite following Ignites announced intention to restate its financial statement for the fiscal years ended December 28, 2009, January 3, 2011 and January 2, 2012 and the related interim periods. The complaint lodged against Ignite, certain of its current directors and officers and the underwriters in the initial public offering (IPO) was based on allegations related to the Companys disclosures in its registration statement and prospectus for its IPO. On July 4, 2014, the parties reached an agreement in principle to settle all pending claims, subject to submission and approval by the court. Until such time as the proposed settlement is submitted to the court, the parties are subject to a confidentiality agreement.

�

Hart - New York Wage-Hour Collective Action. Plaintiffs are six former tipped employees of Joes Crab Shack restaurants located in Arizona, Illinois, Maryland, Missouri and New York. They filed a Complaint in the United States District Court, Western District of New York, on August 28, 2013 alleging that they were not paid the minimum wage required by the Fair Labor Standards Act (FLSA), as well as the wage-hour laws of the respective states in which they worked. Plaintiffs claim that they were paid the subminimum wage permitted to be paid to tipped employees, that Defendants should be prohibited from applying the statutory tip credit for the difference between the subminimum and the minimum wage because they worked at non-tipped functions more than 20 percent of their time. Plaintiffs purport to bring their FLSA claim as a collective action representing a nationwide class of tipped employees, and each of their state law claims as a Rule 23 class action seeking to represent separate subclasses of tipped employees under the wage and hour laws of the states in which they worked. The Defendants are vigorously contesting this matter. At this early stage, it is impossible to predict with any certainty whether a conditional collective action or class will be certified, whether the Plaintiffs will prevail on their individual or class claims, or the damages they might recover were they to prevail in achieving class status and on the merits.

��

Moreno San Francisco Litigation. Nine former kitchen staff employees at the Joes Crab Shack restaurant in San Francisco, California filed suit in San Francisco County Superior Court in August, 2013 alleging wrongful termination claims in addition to a variety of putative class claims on behalf of all kitchen staff employees at that one restaurant, alleging, inter alia, unpaid overtime, meal period violations, rest period violations, wage statement violations, and violations of a San Francisco ordinance. They also brought representative claims on behalf of all kitchen staff employees seeking penalties under the Private Attorneys General Act (PAGA) for those same alleged violations. The Company has tendered this matter to its insurance carrier and intends to defend this matter vigorously. At this stage in the matter, it is impossible to predict with any certainty whether a class will be certified, whether the Plaintiffs in the class will prevail on any of their individual, class or representative claims, or the damages they might recover were they to prevail.��

�

��

Schedule 6.5

Real Estate Owned by the Companies

�

None.

�

Schedule 6.9(a)

Locations

�

9900 Westpark Dr., Ste 300, Houston, TX 77063

�

IGNITE RESTAURANT GROUP, INC.				�	�	�
Locations by Brand		�	�	�	�	�
�	�	�	�	�	�	�
Romano's Macaroni Grill			172	�	�	�
Joe's Crab Shack		�	136	�	�	�
Brick House Tavern + Tap			20	�	�	�
�	�	�	�	�	�	�
TOTAL PORTFOLIO:		�	328	�	�	�
�	�	�	�	�	�	�
last updated 7/14		�	�	�	�	�

�

�	Corporate - Romano's Macaroni Grill			�	�	�
�	Except as otherwies indicated, the Tenant of all leases is Mac Acquisition , LLC					�
�	Restaurant Name	#	Address	City	State	ZIP
1	Birmingham	31174	241 Summit Blvd	Birmingham	AL	35243
2	Huntsville	31231	5901 University Drive NW	Huntsville	AL	35806
3	Mobile	31298	3250 Airport Blvd. Suite B-6	Mobile	AL	36606
�	�	3	Alabama Total	�	�	�
4	Little Rock	31050	11100 W Markham	Little Rock	AR	72211
�	�	1	Arkansas Total	�	�	�
5	Palm Valley	31246	1828 N.Litchfield Road	Goodyear	AZ	85395
6	Deer Valley	31178	2949 W. Agua Fria Fwy	Phoenix	AZ	85027
7	Desert Ridge	31233	21001 N. Tatum Blvd.	Phoenix	AZ	85050
8	Gold Dust	31042	7245 E. Gold Dust	Scottsdale	AZ	85253
9	Tucson	31163	Florida Total	Tucson	AZ	85711

��

�

10	North Tucson	31301	2265 W. Ina Rd.	Tucson	AZ	85741
�	�	6	Arizona Total	�	�	�
11	Aliso Viejo	31145	26641 Aliso Creek Rd.	Aliso Viejo	CA	92656
12	Anaheim Hills	31257	8150 E. Santa Ana Canyon Rd.	Anaheim Hills	CA	92808
13	Bakersfield	31286	8850 Rosedale Highway	Bakersfield	CA	99312
14	Cerritos	31197	12875 Towne Center Drive	Cerritos	CA	90703
15	Otay Ranch	31339	2015 Birch Road, Suite 2500	Chula Vista	CA	91915
16	Puente Hills	31302	17603 Colima Road E	City of Industry	CA	91748
17	Corona	31294	3591 Grand Oaks	Corona	CA	92881
18	El Segundo	31290	2321 Rosecrans Ave	El Segundo	CA	90245
19	Elk Grove	31252	8295 Laguna Boulevard	Elk Grove	CA	95758
20	North County Fair	31285	202 East Via Rancho Pkwy	Escondido	CA	92025
21	Folsom	31245	2739 E. Bidwell St.	Folsom	CA	95630
22	Fresno	31161	7650 N. Blackstone	Fresno	CA	93650
23	Huntington Beach	31120	7901 Edinger Ave.	Huntington Beach	CA	92647
24	Tustin	31148	13652 Jamboree Road	Irvine	CA	92602
25	Northridge	31203	19400 Plummer Street	Northridge	CA	91324
26	Oceanside	31283	2655 Vista Way	Oceanside	CA	92054
27	Redlands	31324	27490 Lugonia Ave.	Redlands	CA	92374
28	Roseville	31078	2010 Douglas Blvd.	Roseville	CA	95661
29	Santa Clarita	31121	25720 The Old Rd. N	Santa Clarita	CA	91381
30	Seal Beach	31255	12380 Seal Beach Blvd	Seal Beach	CA	90740
31	Simi Valley	31307	2920 Tapo Canyon Rd.	Simi Valley	CA	93063
32	Stockton	31287	5420 Pacific Ave.	Stockton	CA	95207
33	Temecula	31251	41221A Margarita Road	Temecula	CA	92591
34	Torrance	31126	25352 Crenshaw Blvd.	Torrance	CA	90505
35	Ventura	31260	4880 Telephone Road	Ventura	CA	93003
36	Milpitas	31346	110 Ranch Dr.	Milpitas	CA	95035
37	El Cerrito	31347	8000 El Cerrito	El Cerrito	CA	94530
38	San Mateo	31348	31 Hillsdale Blvd. W	San Mateo	CA	94403

��

�

�	�	28	California Total	�	�	�
39	North Aurora	31296	14241 E Alameda Ave	Aurora	CO	80012
40	Colorada Springs	31196	2510 Tenderfoot Hill Street	Colorado Springs	CO	80906
41	Ft. Collins	31292	4627 S Timberline Road	Ft. Collins	CO	80528
42	Denver West	31167	14245 W. Colfax Ave.	Golden	CO	80401
43	Arapahoe	31017	7979 E. Arapahoe	Greenwood Village	CO	80112
44	Southwest	31142	8156 W. Bowles Ave.	Littleton	CO	80123
45	Church Ranch	31314	10411 Town Center Drive	Westminster	CO	80021
�	�	7	Colorado Total	�	�	�
46	Wilmington	31143	4157 Concord Pike	Wilmington	DE	19803
�	�	1	Deleware Total	�	�	�
47	Altamonte Springs	31018	884 West State Road 436	Altamonte Springs	FL	32714
48	Boca Raton	31054	2004 NW Executive Ctr. Dr.	Boca Raton	FL	33431
49	Brandon	31022	132 Brandon Town Center Dr.	Brandon	FL	33511
50	Ft. Myers	31336	13721 S. Tamiami Trail	Ft. Myers	FL	33912
52	Kissimmee	31060	5320 W. Irlo Bronson Hwy.	Kissimmee	FL	34746
53	Hunter's Creek	31316	3286 N. John Young Parkway	Kissimmee	FL	34741
54	Lake Buena Vista	31081	12148 Apopka-Vineland Rd.	Lake Buena Vista	FL	32836
55	Kendall	31003	12100 SW 88th St.	Miami	FL	33186
56	Beacon Center	31132	8700 NW Terrace 18	Miami	FL	33172
57	Waterford Lakes	31214	315 N. Alafaya Trail	Orlando	FL	32828
58	Oviedo	31345	7123 Red Bug Lake Road	Oviedo	FL	32765
59	W. Pembroke	31133	13620 Pines Blvd.	Pembroke Pines	FL	33027
60	Pensacola	31334	5100 N. 9th Ave. Suite F645	Pensacola	FL	32504
61	Plantation	31011	100 N. University	Plantation	FL	33317
62	Tyrone Square	31238	2302 Tyrone Boulevard N.	St. Petersburg	FL	33710
63	Tallahassee	31328	1498 Apalachee Parkway	Tallahassee	FL	32301
64	Carrollwood	31039	14904 N. Dale Mabry Highway	Tampa	FL	33618
65	Dale Mabry	31264	1580 N. Dale Mabry Highway	Tampa	FL	33607

��

�

66	Wellington	31244	2535 South State Road 7	Wellington	FL	33414
67	Winter Garden	31340	3143 Daniels Road	Winter Garden	FL	34787
�	�	21	Florida Total	�	�	�
68	Windward Parkway	31289	5045 Windward Pkwy	Alpharetta	GA	30004
69	Augusta	31211	275 Robert C Daniels Jr. Pkwy	Augusta	GA	30909
70	Mall of Georgia	31216	3207 Buford Drive	Buford	GA	30519
71	West Cobb	31299	3625 Dallas Hwy SW	Marietta	GA	30064
72	Savannah	31275	7804 Abercorn St #70A	Savannah	GA	31406
73	Webb Gin	31337	1350 Scenic Hwy, Suite 900	Snellville	GA	30078
�	�	6	Georgia Total	�	�	�
74	Des Moines	31153	4502 University Ave.	W. Des Moines	IA	50311
�	�	1	Iowa Total	�	�	�
75	Hoffman Estates	31049	2575 W. Higgins	Hoffman Estates	IL	60195
76	Wheaton	31041	21 Blanchard Circle	Wheaton	IL	60004
�	�	2	Illinois Total	�	�	�
77	Traders Pointe	31319	5720 W. 86th Street	Indianapolis	IN	46278
�	�	1	Indiana Total	�	�	�
78	Kansas City	31010	9292 Metcalf	Overland Park	KS	66212
�	�	1	Kansas Total	�	�	�
79	Louisville	31015	401 S. Hurstborne Pkwy.	Louisville	KY	40222
�	�	1	Kentucky Total	�	�	�
80	Mandeville	31205	3410 US Hwy 190	Mandeville	LA	70471
81	Shreveport	31322	7031 Youree Drive	Shreveport	LA	71105
�	�	2	Louisana Total	�	�	�
82	Burlington	31173	50 South Avenue	Burlington	MA	01803
83	Reading	31315	48 Walkers Brook Drive	Reading	MA	01867
�	�	2	Massachusetts Total	�	�	�

��

�

84	Annapolis-* Tenant is Mac Acquisition of Anne Arundel County, LLC	31089	178 Jennifer Rd.	Annapolis	MD	21401
85	Columbia	31159	6181 Columbia Crossing Circle	Columbia	MD	21045
86	Frederick	31279	5201 Buckeyestown Pike	Frederick	MD	21704
87	Gaithersburg	31198	211 Rio Blvd	Gaithersburg	MD	20878
88	Cockeysville	31104	9701 Beaver Dam Rd.	Timonium	MD	21093
�	�	5	Maryland Total	�	�	�
89	S. Portland	31127	415 Philbrook Ave.	S. Portland	ME	04106
�	�	1	Maine Total	�	�	�
90	Ann Arbor	31141	3010 S. State	Ann Arbor	MI	48108
91	Auburn Hills	31199	2111 North Squirrel Rd.	Auburn Hills	MI	48326
92	Grand Rapids	31281	5525 28th Street SE	Grand Rapids	MI	49512
93	Livonia	31053	39300 Seven Mile Rd.	Livonia	MI	48152
94	Shelby	31185	14331 Hall Road	Shelby Township	MI	48315
�	�	5	Michigan Total	�	�	�
95	Edina	31171	7651 France Avenue S	Minneapolis	MN	55435
96	Ridgedale	31124	11390 Wayzata Blvd.	Hopkins	MN	55305
97	Rosedale Mall	31278	502 Rosedale Center	Saint Paul	MN	55113
�	�	3	Minn Total	�	�	�
98	Brentwood	31253	8590 Eager Road	Brentwood	MO	63144
99	Chesterfield	31113	963 Chesterfield Pkwy	Chesterfield	MO	63017
100	Stadium	31326	305 N. Stadium Blvd.	Columbia	MO	65203
101	South County	31266	4125 Lemay Ferry Road Way	St. Louis	MO	63129
102	Mid Rivers	31256	121 CostCo Way	St. Peters	MO	63376

��

�

�	�	5	Missouri Total	�	�	�
103	Cary	31115	740 SE Maynard Rd.	Cary	NC	27511
104	UNCC	31206	8620 Research Dr.	Charlotte	NC	28262
105	Promenade	31241	10706 Providence Road	Charlotte	NC	28277
106	Greensboro	31259	3120 Northline Avenue	Greensboro	NC	27408
107	Triangle Town Center	31273	3421 Sumner Blvd.	Raleigh	NC	27616
108	Mayfaire	31321	1035 International Drive	Wilmington	NC	28405
109	Winston Salem	31119	1915 Hampton Inn Ct.	Winston-Salem	NC	27103
�	�	7	North Carolina Total	�	�	�
110	Lincoln	31209	6800 S. 27th Street	Lincoln	NE	68512
�	�	1	Nebraska Total	�	�	�
111	E. Hanover	31055	138 State Route 10 Suite #2	E. Hanover	NJ	07936
112	Edison	31062	1521 Rt. 1	Edison	NJ	08837
113	Mt. Olive-* Tenant is Mac Acquisition of New Jersey, LLC	31263	51 International Drive South	Flanders	NJ	07836
114	Ramsey-* Tenant is Mac Acquisition of New Jersey, LLC	31076	900 State Rt. 17 N Suite #2	Ramsey	NJ	07446
115	Wayne	31047	1958 State Route 23 N	Wayne	NJ	07470
�	�	5	New Jersey Total	�	�	�
116	Albuquerque	31029	2100 Louisiana	Albuquerque	NM	87110
�	�	1	New Mexico Total	�	�	�

��

�

117	Henderson	31156	573 N. Stephanie St.	Henderson	NV	89014
118	Sahara	31072	2400 W. Sahara Ave.	Las Vegas	NV	89102
119	Summerlin	31151	2001 N. Rainbow Blvd.	Las Vegas	NV	89108
120	Reno	31184	5505 S. Virginia Street	Reno	NV	89502
�	�	4	Nevada Total	�	�	�
121	Colonie	31165	1 Metro Park Rd.	Colonie	NY	12205
122	Henrietta	31112	760 Jefferson Rd.	Henrietta	NY	14467
�	�	2	New York Total	�	�	�
123	Montrose	31064	41 Springside Dr.	Akron	OH	44333
124	Canton	31312	4721 Dressler Road NW	Canton	OH	44718
125	Tuttle Crossing	31085	6115 Park Ctr. Circle	Columbus	OH	43017
126	N. Olmstead	31033	25001 Country Club Blvd.	N. Olmsted	OH	44070
127	Springdale	31110	925 E. Kemper Rd.	Springdale	OH	45246
128	Strongsville	31109	17095 S. Park Ctr.	Strongsville	OH	44136
�	�	6	Ohio Total	�	�	�
129	Oklahoma City	31082	3510 NW Expwy.	Oklahoma City	OK	73112
130	Tulsa	31014	6603 S. Memorial Drive E	Tulsa	OK	74133
�	�	2	Oklahoma Total	�	�	�
131	Oxford Valley	31116	640 Commerce Blvd.	Fairless Hills	PA	19030
132	Harrisburg	31327	2531 Brindle Rd.	Harrisburg	PA	17110
133	Lancaster	31325	925 Plaza Blvd.	Lancaster	PA	17601
134	Montgomeryville	31320	29 Airport Square	N. Wales	PA	19454
�	�	4	Pennsylvania Total	�	�	�
135	Columbiana Station	31243	148 Harbison Blvd	Columbia	SC	29212
136	Greenville	31108	105 E. Beacon Dr.	Greenville	SC	29615
�	�	2	S Carolina Total	�	�	�
137	Chattanooga	31228	2271 Gunbarrel Rd.	Chattanooga	TN	37421
138	Cool Springs	31065	1712 Galleria Blvd.	Franklin	TN	37064
139	Germantown	31026	6705 Poplar Ave.	Germantown	TN	38138

��

�

140	Wolfchase	31195	2859 N. Germantown	Memphis	TN	38133
141	Murfreesboro	31342	2535 Medical Center Parkway	Murfreesboro	TN	37129
142	Opry Mills	31280	517 Opry Mills Drive	Nashville	TN	37214
�	�	6	Tennessee Total	�	�	�
143	S. Arlington	31037	1670 West Interstate 20	Arlington	TX	76017
144	Austin	31004	9828 Great Hills Trail	Austin	TX	78759
145	South Austin	31235	701 East Stassney Lane Bldg. B	Austin	TX	78745
146	Cedar Hill	31212	388 N. Highway 67	Cedar Hill	TX	75104
147	Corpus Christi	31131	5133 S. Padre Island Dr.	Corpus Christi	TX	78411
148	Addison	31002	4535 Beltline Rd.	Dallas	TX	75244
149	NW Highway	31005	5858 W. NW Hwy	Dallas	TX	75225
150	E. El Paso	31268	11885 Gateway Blvd West	El Paso	TX	79936
151	Frisco	31234	3111 Preston Road	Frisco	TX	75034
152	University	31067	1505 S. University Dr.	Ft. Worth	TX	76107
153	Grapevine	31024	700 W Hwy 114 N Access Rd	Grapevine	TX	76051
154	Westheimer	31025	5802 Westheimer Rd.	Houston	TX	77057
155	Willowbrook	31043	7607 F.M. 1960	Houston	TX	77070
156	Vista Ridge	31179	2437 S Stemmons Freeway	Lewisville	TX	75067
157	Plano	31045	5005 W. Park Blvd.	Plano	TX	75093
158	Legacy	31229	7205 N Central Expressway	Plano	TX	75025
159	Round Rock	31176	2501 S IH 35	Round Rock	TX	78664
160	Huebner Oaks	31267	11745 W IH 10, Suite 300	San Antonio	TX	78230
161	Retama	31222	8355 Agora Parkway	Selma	TX	78154
162	Woodlands	31088	1155 Lake Woodlands Dr.	The Woodlands	TX	77380
�	�	20	Texas Total	�	�	�
163	Fashion Place	31182	102 E. Winchester Street	Murray	UT	84107
164	River Woods	31181	4801 North University Suite 50	Provo	UT	84604
165	Peery Hotel	31213	110 West Broadway	Salt Lake City	UT	84101
�	�	3	Utah Total	�	�	�
166	Fraconia	31284	5925 Kingstowne Towne Ctr.	Alexandria	VA	22315

��

�

167	Woodbridge	31158	2641 Prince William Pkwy.	Dale City	VA	22192
168	Dulles	31207	21055 Dulles Town Cir	Dulles	VA	20166
169	Fairfax	31079	12169 Fair Lakes Promenade Dr.	Fairfax	VA	22033
170	Reston	31071	1845 Fountain Dr.	Reston	VA	22090
171	Virginia Beach	31300	4574 Virginia Beach Blvd.	Virginia Beach	VA	23462
�	�	6	Virginia Total	�	�	�
172	Lynwood	31349	3000 184th Street SW #922	Lynwood	WA	98037
�	�	1	Washington Total	�	�	�
�
SUBLEASED LOCATIONS:
�	CORPORATE	Pelican	2572 Citiplace	BATON ROUGE	LA	70808
�	MT. LAUREL	Chili's	4162 Church Rd.	MT. LAUREL	NJ	08054
�
CLOSED
�	Restaurant Name	#	Address	City	State	ZIP
�	Perimeter	31036	4788 Ashford Dunwoody Rd.	Dunwoody	GA	30338
�	Clearwater	31073	28795 US Hwy 19 N.	Clearwater	FL	34621
�	Sonterra Park	31262	1011 North FM 1604 E	San Antonio	TX	78232
�	Thousand Oaks	31090	4000 E. Thousand Oaks Blvd.	Thousand Oaks	CA	91362
�	Creve Coeur	31169	10453 Olive Blvd.	Creve Coeur	MO	63141
�	Silver Spring	31236	931 Ellsworth Drive	Silver Spring	MD	20910
�	West Town	31097	7723 Kingston Pike	Knoxville	TN	37919
�	Lake Mary	31201	835 Currency Cr.	Lake Mary	FL	32746
�	Mesa	31193	1705 S. Stapley Drive	Mesa	AZ	85204
�	Fossil Creek	31188	6300 North Freeway	Ft. Worth	TX	76137
�	Montclair	31313	4955 S. Plaza Lane	Montclair	CA	91763
�	Princeton	31162	3569 State Route 1	W. Windsor	NJ	08540
�	Carmel	31258	2375 116th East	Carmel	IN	46032
�	N. Tampa	31227	17641 Bruce B Downs Blvd	Tampa	FL	33647
�	Gainesville	31329	6419 Newberry Road Suite B-2	Gainesville	FL	32605

��

�

�	Converted to BHTT
�
�	Corporate - Joe's Crab Shack
�	Except as otherwies indicated, the Tenant of all leases is Crab Addison, Inc.				�	�
�	Restaurant Name	#	Address	City	State	ZIP
1	Hoover	10684	20 Meadow View Dr	Hoover	AL	35242
�	�	1	Alabama Total	�	�	�
2	Tucson	10044	410 Wilmont Rd	Tuscon	AZ	85711
3	Tempe Southern	10613	1604 E Southern Ave	Tempe	AZ	85282
4	Tempe Baseline	10669	1606 West Baseline	Tempe	AZ	85283
�	�	3	Arizona Total	�	�	�
5	Newport	10027	2607 Pacific Coast Hwy	Newport Beach	CA	92663
6	Oceanside	10159	314 Harbor Dr	Oceanside	CA	92054
7	Ventura	10166	567 San Jon Rd	Ventura	CA	93001
8	Rowing Club	10173	525 East Harbor Dr	San Diego	CA	92101
9	San Diego	10652	7610 Hazard Center Dr #703	San Diego	CA	92108
10	Long Beach	10670	6550 Marina Drive	Long Beach	CA	90803
11	Pacific Beach	10671	4325 Ocean Blvd	San Diego	CA	92109
12	Redondo Beach-* Tenant is Joe's Crab Shack - Redondo Beach, Inc.	10700	230 Portofino Way	Redondo Beach	CA	90277
13	Garden Grove	10711	12011 Harbor Blvd	Garden Grove	CA	92840
14	Fisherman's Wharf	10713	245 Jefferson St	San Francisco	CA	94133
15	Industry	10728	1420 S Azusa Ave	City of Industry	CA	91748
16	Sacramento	10731	1210 Front Street	Sacramento	CA	95814
17	Rancho Cucamonga	10745	12327 Foothill Blvd	Rancho Cucamonga	CA	91739
�	�	13	California Total	�	�	�

��

�

18	Aurora	10615	14025 East Evans Ave	Aurora	CO	80014
19	Colorado Springs	10680	805 Citadel Dr	Colorado Springs	CO	80909
20	Westminster	10707	8911 N Yates St	Westminster	CO	80031
�	�	3	Colorado Total	�	�	�
21	Wilmington	10729	600 S Madison St	Wilmington	DE	19801
�	�	1	Delaware Total	�	�	�
22	Ft. Myers	10174	2024 West First St	Ft Meyers	FL	33901
23	Ft. Lauderdale	10776	1515 N Federal Hwy	Ft. Lauderdale	FL	33304
24	Lauderhill	10406	4402 N University Dr	Lauderhill	FL	33351
25	Destin	10612	14055 Emerald Coast Pkwy	Destin	FL	32541
26	Clearwater	10648	2730 Gulf to Bay Blvd	Clearwater	FL	33755
27	Sanford	10675	4659 W 1st Street	Sanford	FL	32771
28	Orlando	10676	4601 Semoran Blvd	Orlando	FL	32822
29	Jacksonville	10697	# 6 Beach Blvd	Jacksonville	FL	32250
30	Disney	10708	12124 S Apopka Vineland Rd	Orlando	FL	32836
31	Kissimmee	10735	10 Blake Blvd.	Celebration	FL	34747
32	W. Kissimmee	10751	7903 Irlo Bronson Memorial Highway	W. Kissimmee	FL	34747
33	Orlando I-Drive	10752	8400 International Drive	Orlando	FL	32819
34	Daytona Beach	10762	1200 Main Street	Daytona Beach	FL	32118
�	�	13	Florida Total	�	�	�
35	Morrow	10643	1965 Zion Rd	Morrow	GA	30260
36	Kennesaw	10691	2501 Cobb Place Blvd	Kennesaw	GA	30144
37	Duluth	10702	1590 Pleasant Hill Rd	Duluth	GA	30096
38	Stone Mountain	10719	4300 Stone Mountain	Liburn	GA	30047
39	Douglasville	10720	2868 Chapel Hill Rd	Douglasville	GA	30135
40	Savannah	10773	504 E. River Street	Savannah	GA	31401
�	�	6	Georgia Total	�	�	�
41	West Des Moines	10739	130 S. Jordan Creek Pkwy	West Des Moines	IA	50266
�	�	1	Iowa Total	�	�	�
42	Boise	10160	2288 North Garden St	Boise	ID	83704

��

�

�	�	1	Idaho�Total	�	�	�
43	Schaumburg	10630	2000 E. Golf Road	Schaumburg	IL	60173
44	Fairview Heights	10641	51 Ludwig Dr	Fairview Heights	IL	62208
45	Peoria	10698	110 SW Water St	Peoria	IL	61602
46	Gurnee	10715	5626 Northridge Dr	Gurnee	IL	60031
�	�	4	Illinois Total	�	�	�
47	Indy 1	10639	7303 US 31 South	Indianapolis	IN	46227
48	Indy 2 - Dean Rd.	10657	8250 Dean Rd	Indianapolis	IN	46240
49	Hobart	10659	2757 E 80th Ave	Merrillville	IN	46410
�	�	3	Indiana Total	�	�	�
50	Olathe-* Tenant is Joe's Crab Shack - Kansas, Inc.	10663	11965 S Strangline Rd	Olathe	KS	66062
�	�	1	Kansas Total	�	�	�
51	Louisville	10636	131 River Road	Louisville	KY	40202
52	Bellevue	10714	5 Fairfield Ave	Bellevue	KY	41073
�	�	2	Kentucky Total	�	�	�
53	Baton Rouge	10621	7620 Andrea Dr	Baton Rouge	LA	70809
54	Bossier City	10741	625 Boardwalk Blvd	Bossier City	LA	71111
�	�	2	Louisiana Total	�	�	�
55	Methuen	10764	105 Pleasant Valley Street	Metheun	MA	01844
�	�	1	Massachusetts Total	�	�	�
56	Gaithersburg	10692	221 Rio Boulevard	Gaithersburg	MD	20878
57	Greenbelt-* Tenant is Joe's Crab Shack - Maryland, Inc.	10754	6002 Greenbelt Road	Greenbelt	MD	20770
58	Abingdon-* Tenant is Joe's Crab Shack - Abingdon, MD, Inc.	10755	3414 Merchant Blvd.	Abingdon	MD	21009

��

�

59	Hunt Valley-* Tenant is Joe's Crab Shack - Hunt Valley, MD, Inc.	10766	50 Shawan Rd.	Cockeysville	MD	21030
60	Anne Arundel-* Tenant is Joe's Crab Shack - Anne Arundel Maryland, Inc.	10770	7051 Arundel Mills Boulevard	Hanover	MD	21076
�	�	5	Maryland Total	�	�	�
61	Sterling Heights	10653	33879 Van Dyke	Sterling Heights	MI	48312
62	Ann Arobor	10682	3020 W Water Rd	Ann Arbor	MI	48108
63	Auburn Hills	10696	4975 S Baldwin	Auburn Hills	MI	48359
�	�	3	Michigan Total	�	�	�
64	Roseville	10693	2704 Snelling Ave N	Roseville	MN	55113
�	�	1	Minnestoa Total	�	�	�
65	St. Louis	10649	5856 Suemandy Drive	St Peters	MO	63376
66	Independence	10716	20001 East Jackson Dr	Independence	MO	64057
67	Branson	10747	717 Branson Landing	Branson	MO	65616
�	�	3	Missouri Total	�	�	�
68	Fayetteville	10679	155 McPherson Church Rd	Fayetteville	NC	28303
�	�	1	North Carolina Total	�	�	�
69	Omaha	10769	701 North 102nd Street	Omaha	NE	68114
�	�	1	Nebraska Total	�	�	�
70	Lawrenceville	10694	3191 US Route One	Lawrenceville	NJ	08648
71	South Plainfield-* Tenant is Ignite Restaurants - New Jersey, Inc.	10749	4905 Stelton Road	South Plainfield	NJ	07080
72	Clifton	10756	The Promenade Shops at Clifton, Suite 252 - State Route 3	Clifton	NJ	07014

��

�

73	Eatontown-* Tenant is JCS Monmouth Mall - NJ, LLC	10759	190 N.J. State Highway 35	Eatontown	NJ	07724
74	Deptford	10771	2000 Clements Bridge Rd.	Depftord Township	NJ	08096
75	Brick	10779	1048 Cedar Bridge Ave.	Brick	NJ	08723
76	Newark	10777	560 Broad Street	Newark	NJ	07102
�	�	7	New Jersey Total	�	�	�
77	Las Vegas	10637	1991 Rainbow Blvd N	Las Vegas	NV	89108
78	Henderson	10677	4250 East Sunset Blvd	Henderson	NV	89014
�	�	2	Nevada Total	�	�	�
79	Henrietta	10750	100 Marketplace Dr.	Henrietta	NY	14467
80	Oceanside	10753	3555 Long Beach Road	Oceanside	NY	11572
81	Amherst	10758	4125 Maple Road	Amherst	NY	14226
82	Latham Farms	10768	579 Troy Schenectady Rd. #80	Latham	NY	12110
83	W. Nyack	10774	4370 Palisades Center Drive	W. Nyack	NY	10994
84	Riverhead	10775	1490 Old Country Road	Riverhead	NY	11901
85	Harlem	10772	2349 Frederick Douglas Blvd.	Harlem	NY	10027
86	Westbury	10780	1195 Corporate Dr.	Westbury	NY	11590
�	�	8	New York	�	�	�
87	Columbus	10623	3720 West Dublin-Granville	Columbus	OH	43225
�	�	1	Ohio Total	�	�	�
88	Oklahoma City	10022	5940 NW Expressway	Oklahoma City	OK	73132
89	Tulsa	10030	7646 East 61st St	Tulsa	OK	74133
90	Oklahoma City II	10725	1508 SW 74th St	Oklahoma City	OK	73159
�	�	3	Oklahoma Total	�	�	�
91	Pittsburgh	10722	5 Station Square Dr #226	Pittsburgh	PA	15219
92	Robinson	10734	6491 Robinson Centre Dr	Pittsburgh	PA	15205
93	King of Prussia	10760	240 Mall Blvd.	King of Prussia	PA	19406
94	Bala Cynwyd	10761	555 East City Line Avenue	Bala Cynwyd	PA	19004

��

�

�	�	4	Pennsylvania Total	�	�	�
95	Greenville	10619	102 E Beacon Dr	Greenville	SC	29615
96	Myrtle Bach (N)	10620	4846 Hwy 17 South	North Myrtle Beach	SC	29582
97	Myrtle Bach (2)	10632	1219 Celebrity Circle	Myrtle Beach	SC	29577
�	�	3	South Carolina Total	�	�	�
98	Nashville	10420	123 2nd Avenue South	Nashville	TN	37201
99	Memphis	10646	7990 Horizon Center Blvd	Memphis	TN	38133
100	Sevierville	10765	1605 Parkway	Sevierville	TN	37862
�	�	3	Tennessee Total	�	�	�
101	Town Lake	10007	600 East Riverside Dr	Austin	TX	78704
102	Arlington	10012	1520 Nolan Ryan Expswy	Arlington	TX	76011
103	Loop 410	10039	4711 NW Loop 410	San Antonio	TX	78229
104	North	10602	14901 North Freeway I-45	Houston	TX	77090
105	610	10603	2621 South Loop West	Houston	TX	77054
106	Fuqua	10605	12400 Gulf Freeway	Houston	TX	77034
107	Grapevine	10608	201 W State Hwy 114	Grapevine	TX	76051
108	Stemmons	10610	10250 E Technology Blvd	Dallas	TX	75220
109	Seawall	10611	3502 Seawall Blvd	Galveston	TX	77550
110	McAllen	10622	711 E Expressway 83	McAllen	TX	78501
111	Fiesta	10627	12485 IH-10 West	San Antonio	TX	78230
112	Quarry	10628	255 East Basse Rd #1400	San Antonio	TX	78209
113	Lubbock	10633	5802 W Loop S 289	Lubbock	TX	79414
114	Riverwalk	10635	212 College St #100	San Antonio	TX	78205
115	Highway 6	10640	2120 South Highway 6	Houston	TX	75220
116	Beaumont	10645	3825 I-10 South	Beaumont	TX	77705
117	Round Rock	10650	2401 South IH-35	Round Rock	TX	78664
118	Plano	10651	3320 Central Expressway	Plano	TX	75023
119	Corpus Christi	10655	5025 S Padre Island Dr	Corpus Christi	TX	78411
120	Mesquite	10662	1340 N Peachtree Rd	Mesquite	TX	75149

��

�

121	Humble	10688	2100 Highway 59	Humble	TX	77338
122	Lighthouse	10710	444 N Shoreline Dr	Corpus Christi	TX	78401
123	Pier 19	10712	2000 Wharfside Dr., Ste. A	Galveston	TX	77550
124	Fossil Creek	10718	3040 Western Center Blvd	Fort Worth	TX	76131
125	Lewisville	10727	2206 Stemmons	Lewisville	TX	75029
126	Cedar Hill	10736	735 N Hwy 67	Cedar Hill	TX	75104
127	Sugar Land	10737	19740 Southwest Fwy	Sugar Land	TX	77479
128	Pearland	10743	3239 Silver Lake Village Dr	Pearland	TX	77584
�	�	28	Texas Total	�	�	�
129	Sandy	10701	9400 South State St	Sandy	UT	84070
130	West Jordan	10733	7277 S Plaza Center Dr	West Jordan	UT	84084
�	�	2	Utah Total	�	�	�
131	Fairfax	10424	12831 Fair Lakes Pkwy	Fairfax	VA	22033
132	Norfolk	10674	333 Waterside Dr #101	Norfolk	VA	23510
133	Chesapeake	10686	1568 Crossways Blvd	Chesapeake	VA	23320
134	Fredricksburg	10724	2805 Plank Rd	Fredricksburg	VA	22401
135	Hampton	10738	1974 Power Plant Pkwy	Hampton	VA	23666
�	�	5	Virginia	�	�	�
136	Vancouver	10177	101 East Columbia Way	Vancouver	WA	98661
�	�	1	Washington	�	�	�

�

�	* Ft. Lauderdale is Joe's Seafood Shack			�	�	�
�
CLOSED:		�
1	Indy III - Post Dr.	10672	2307 Post Dr	Indianapolis	IN	46219
2	Naples	10023	1355 Fifth Ave. South	Naples	FL	34102
�
CONVERTED TO BHTT		�
1	Highway 249	10717	17111 Tomball Pkwy	Houston	TX	77064

��

�

�	Corporate - Brick House Tavern + Tap			�
�	Except as otherwise indicated, the Tenant of all leases is BHTT Entertainment, Inc.					�
�	Restaurant Name	#	Address	City	State	ZIP
1	Parker	20224	19320 Cottonwood Dr.	Parker	CO	80138
�	�	1	Colorado Total	�	�	�
2	Orlando	20215	8440 International Dr.	Orlando	FL	32819
3	Tampa	20211	1102 North Dale Mabry Hwy.	Tampa	FL	33607
4	Clearwater	20228	28795 US Hwy 19 N.	Clearwater	FL	33761
�	�	3	Florida Total	�	�	�
5	Downers Grove	20201	1461 Butterfield Rd.	Downers Grove	IL	60515
6	Niles	20206	5650 West Touhy Ave.	Niles	IL	60714
�	�	2	Illinois Total	�	�	�
7	Louisville	20210	871 S. Hurstbourne Parkway	Louisville	KY	40222
�	�	1	Kentucky Total	�	�	�
8	Chesterfield	20205	2 McBride & Son Center Dr.	Chesterfield	MO	63005
�	�	1	Missouri Total	�	�	�
9	South Plainfield-* Tenant is Ignite Restaurants - New Jersey, Inc.	20207	4905 Stelton Rd.	South Plainfield	NJ	07080
10	Neptune	20205	3655 Route 66	Neptune	NJ	07753
�	�	�	�	�	�	�
�	�	2	New Jersey Total	�	�	�
11	Amherst	20212	4120 Maple Rd.	Amherst	NY	14226
�	�	1	New York Total	�	�	�
12	Cuyahoga Falls	20209	581 Howe Ave.	Cuyahoga Falls	OH	44221
�	�	1	Ohio Total	�	�	�
13	Willow Grove	20203	2402 Easton Rd.	Willow Grove	PA	19090
�	�	1	Pennsylvania Total	�	�	�
14	290	20202	12910 Northwest Freeway	Houston	TX	77040

��

�

15	Austin	20218	11680 A Research Blvd.	Austin	TX	78759
16	Galveston-* Tenant is Crab Addison Inc.	20223	3502 Seawall Blvd.	Galveston	TX	77550
17	Humble	20204	140 FM 1960 Bypass E. Rd.	Humble	TX	77338
18	Plano	20208	4900 West Park Blvd.	Plano	TX	75093
19	Houston 249	20226	17111 Tomball Parkway	Houston	TX	77064
20	San Antonio	20227	1011 North FM 1604 E	San Antonio	TX	78232
�	�	7	Texas Total	�	�	�

��

�

Schedule 6.9(b)

Locations for which a Landlords Waiver was Requested under the Existing Credit Agreement

�

Unit Name	Unit #	Address
JCS FORT�MEYERS	10174	Navillus Group LLC c/o Bingham�McCutchen LLP 150 Federal Street Boston, MA�02110
JCS VANCOUVER	10177	Leo�L.�Wang�DBA�ACW Properties Series 1 LLC 969 G Edgewater Blvd, #350� Foster City, CA�94404�
JCS LAUDERHILL	10406	4400 University Limited Partnership In Care Of: Sevell Realty Partners 2295 Corporate Blvd. NW, Suite 131 Boca Raton, FL�33431 Attn: Arnold Sevell, President & BrokerTel
JCS NASHVILLE	10420	Gregcoh, LLC Attn: Nancy�Cohn 16955 Ostego St. Encino, CA�91319
JCS GALVESTON	10611	Gulf Properties P.O. Box 329 Galveston, TX�77553
JCS�DESTIN	10612	Andrew�Kwiat Chief Financial Officer Rosen Associates 2665 South Bayshore Drive, Suite 701 Coconut Grove, Florida�33133
JCS MYRTLE BROADWAY	10632	Broadway at the Beach Attention: Lease Administration P.O. Box 7577 Myrtle Beach, SC�29572
JCS SAN ANTONIO RIVERWALK	10635	Director of Parks & Recreation City of San Antonio 115 Plaza De Armas, #240 PO Box 39966, San Antonio, TX�78283; � 212 College Street Ltd. 16 Carriage Hills San Antonio, TX�78257 ATTN: Samuel�L.�Panchevre
JCS LOUISVILLE	10636	Waterfront Development Corporation 129 East River Road, Louisville, KY�40202 ATTN: Margaret�Walker
JCS CLEARWATER	10648	CLANT, INC. PO�BOX 290727 Port Orange, FL C/O SEA LOVE BOAT WORKS 4877 Front Street Ponce Inlet, FL�32127

��

�

Unit Name	Unit #	Address
JCS TEMPE BASELINE	10669	Arizona Mills Mall, LLC c/o Simon Property Group 225 W. Washington St. Indianapolis, IN�46204 Attn: General Counsel
JCS�LAWRENCEVILLE	10694	Lawrence Investment Group 100 Federal City Rd., Ste. C101 Lawrenceville, NJ�86480
JCS JACKSONVILLE BEACH	10697	Beach Boulevard Associates 1200 Shetter Ave. Jacksonville Beach, FL�32250�
JCS ORLANDO 2-LBV	10708	Brinker Florida, Inc. 6820 LBJ Freeway Dallas, TX�75240 ATTN: General Counsel
JCS CORPUS CHRISTI 2	10710	City of Corpus Christi P. O. Box 9277 Corpus Christi, TX�78469-9277; 1201 Leopard St. Corpus Christi, TX�78401 ATTN: George�K. (Skip) Noe, City Manager
JCS GARDEN GROVE	10711	Millbrae Square Company III, LLC 717 Broadway Millbrae, CA�94030 Attn: Vicki�Imbimbo
JCS SAN FRANCISCO	10713	DiMaggio Realty c/o Dominic�DiMaggio 6110 North Ocean Blvd., Suite 24 Ocean Ridge, FL�33435
JCS BELLEVUE	10714	City of Bellevue 616 Poplar Street Bellevue, KY�41073 ATTN: BURCDA & Office of the Mayor
JCS FORT WORTH 2-FOSSIL CREEK	10718	Hugo Herzberg Company c/o Walpert Properties 11457 Olde Cabin Rd. St. Louis, MO�63141 ATTN: Nancy Hoeing, Controller
JCS FREDERICKSBURG	10724	Central Park 1210, LLC Kimco Realty Corporation, Mid-Atlantic Region 170 West Ridgely Road, Suite 210 Lutherville, MD�21093
JCS WILMINGTON	10729	Shipyard Dining LLC 234 North James Street Newport, DE�19804
JCS SACRAMENTO	10731	City of Sacramento, Convention, Culture & Leisure Dept. 1030 15th Street, Suite 250 Sacramento, CA�95814 ATTN: Director of Convention, Culture & Leisure

��

�

Unit Name	Unit #	Address
JCS KISSIMMEE	10735	CLPF - Water Tower Shoppes, LP c/o Crossman & Company as Agent 3333 S. Orange Avenue, #201 Orlando, FL�32806
JCS BOSSIER CITY	10741	Bayer Properties 2222 Arlington Avenue Birmingham, AL�35205
JCS�BRANSON	10747	HCW Development Company, LLC c/o GGP General Growth Properties Inc. 100 Branson Landing Branson, MO
JCS SOUTH PLAINFIELD	10749	Office Two Limited Partnership Care Of: National Realty & Development Corp. 3 Manhattanville Rd. Purchase, New York, 10577
JCS ORLANDO I-DRIVE	10752	8400 I Drive LLC Attn�Rashid Khatib 5555 S. Kirkman Rd., #201 Orlando, FL�32819
JCS GREENBELT	10754	GB Mall Limited Partnership t/a Beltway�Plaza�Shopping Center 4912 Del Ray Avenue Bethesda, MD�20814 Attention: Fred�Wine
JCS CLIFTON	10756	Clifton�Lifestyle�Center, LLC 78 Okner Parkway Livingston, NJ�07039 Attn: Mr.�Brad�Honigfeld
JCS KING OF PRUSSIA	10760	King of Prussia Hotel Associates c/o LodgeWorks, L.P. Attn: Roy�R.�Baker, SVP/CFO 8100 E. 22nd Street, Bldg. 500 Wichita, KS�67226
BHTT TAMPA	20211	Host Hotels PO Box 34779 Alexandria, VA�22334

�

Unit Name	Unit #	Address
RMG Kendall	1003	Kendallgate Center Associates, LTD Attn: Jeffrey L. Berkowitz Bersin Development Corp. 2665 S. Bayshore Dr., Ste. 1200 Coconut Grove, FL 33133
RMG Louisville	1015	THP Development Company Attn: J. Scott Hagan 10002 Shelbyville Road, Ste. 221 Louisville, KY 40223
RMG Albuquerque	1029	Winrock Partners, LLC c/o Goodman Realty Group Attn: Gary Goodman 100 Sun Avenue NE, Ste. 100 Albuquerque, NM 87109

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�

RMG N. Olmsted	1033	25001 Country Club, LLC Attn: Tom Goebel 6855 Roseroad Circle Independence, OH 44131
RMG Carrollwood	1039	Kimco Carrollwood 664, Inc. c/o Kimco Relalty Corporation Attn: Kevin Hipes 3333 New Hyde Park Rd. New Hyde Park, NY 11042
RMG Montrose	1064	Grilloni, LLC Attn: Andrew Shapiro 222 Grand Avenue Englewood, NJ 07631
RMG University	1067	Bearden Childrens Trust 1509 B South University Dr. Fort Worth, TX 76107
RMG Woodlands	1088	AmREIT Attn: Property Management 8 Greenway Plaza, Ste. 1000 Houston, TX 77046
RMG Annapolis	1089	Annapolis Mall Limited Partnership Westfield America, Inc. Attn: Scott L. Grossman 11601 Wilshire Blvd., 12^th Floor Los Angeles, CA 90025
RMG Beacon Center	1132	Francisco R. Unanue, Maria Elena Ortega Wollberg and Jose A. Ortega, Jr. as co-trustees of the P&L Trust 2000 N.W. 92^nd Ave. Miami, FL 33172
RMG Wilmington	1143	Concord Square Associates, LLC c/o Capano Management Company Attn: Karen M. Fini 105 Foulk Road Wilmington, DE 19803
RMG Denver West	1167	Denver West Mills, LP c/o Colorado Mills Mall Attn: Peripheral Development Dept. 14500 W. Colfax Avenue, Ste. 1000 Lakewood, CO 80401
RMG Vista Ridge	1179	SPC/35 Vista Ltd. 10720 Preston Road, Ste. 1000 Dallas, TX 75230
RMG Northridge	1203	U.K. American Properties, Inc. c/o Northridge Fashion Center Attn: Law/Lease Administration Dept. 110 North Wacker Drive Chicago, IL 60606

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�

RMG Retama	1222	Mike and Martha Witt 1956 Cobblestone Drive Heber, UT 84032
RMG Frederick	1279	Frederick Westview Properties, LLC Attn: Anthony E. Giulio 9640 Deereco Road Timonium, MD 21093
RMG Franconia	1284	Kingstowne Town Center, LP c/o Comar Management, Inc. 2900 Linden Lane, Ste. 300 Silver Spring, MD 20910 Attn: John Halle
RMG North County Fair	1285	EWH Escondido Associates c/o Westfield Corporation, Inc. Attn: COO-Operations 11601 Wilshire Blvd, 12th Floor Los Angeles, CA 90025
RMG Redlands	1324	Redlands Joint Venture, LLC c/o Majestic Realty Co. 13191 Crossroads Pkwy N., 6th Floor City of Industry, CA 91746
RMS Harrisburg	1327	Stanbery Harrisburg, L.P. c/o Stanbery Development, LLC Attn: Property Management 250 East Broad St., Ste. 200 Columbus, OH 43215

�

Schedule 6.9(c)

Locations for which a Landlords Waiver was Requested under this Agreement

�

None.

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�

Schedule 6.16

Material Agreements

�

None.

�

Schedule 6.17

Intellectual Property

�

Crab Addison, Inc., Mac Acquisition IP, LLC, and BHTT Entertainment, Inc. own rights and goodwill in the trademarks and service marks listed below as a result of their use of the listed marks for the goods and services identified. The scope and nature of those rights are determined by and consistent with the extent of use by Crab Addison Inc., Mac Acquisition IP, LLC, and BHTT Entertainment, Inc. Consistent with their use of the marks, Crab Addison Inc., Mac Acquisition IP, LLC, and BHTT Entertainment, Inc. also own the identified registrations for the identified goods and services. Any of the registrations that is listed below that is less than five years old is subject to an action for cancellation by a party who believes that it has prior superior and conflicting common law rights in a particular geographical area. Such cancellation actions do not address or affect the non-conflicting common law rights that have been developed through use of such marks. Similarly, the claim of rights in any of the listed marks is subject to the possibility of the existence of prior common law rights being owned by another in a geographical area. �

�

Title	Application Number	Registration Number	Country	Case Status	Owner
BRICK HOUSE TAVERN + TAP	1,678,670	�	Canada	Application Filed	BHTT Entertainment, Inc.
BRICK HOUSE TAVERN + TAP	77/472,707	3,815,051	United States of America	Registered	BHTT Entertainment, Inc.
BRICK HOUSE TAVERN + TAP	85/101,055	3,943,731	United States of America	Registered	BHTT Entertainment, Inc.
BRICK HOUSE TAVERN + TAP & Design (with color)	77/472,877	3,815,053	United States of America	Registered	BHTT Entertainment, Inc.
BRICK HOUSE SUBS	1,393,999	�	Canada	Allowed	BHTT Entertainment, Inc.
BRICK HOUSE SUBS	78,685,240	3,349,634	United States of America	Registered	BHTT Entertainment, Inc.
DISPENSING HAPPINESS	86/148,114	�	United States of America	Allowed	BHTT Entertainment, Inc.
DISPENSING HAPPINESS TO THE COMMON MAN	86/148,080	�	United States of America	Examination in progress	BHTT Entertainment, Inc.

�

Title	Application Number	Registration Number	Country	Case Status	Owner
100% SHORE	85/854,507	4,523,116	United States of America	Registered	Crab Addison, Inc.
100% SHORE	85/854,568	4,456,599	United States of America	Registered	Crab Addison, Inc.
Design (Arrow Logo)	76/604,777	3,069,795	United States of America	Registered	Crab Addison, Inc.

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�

EAT CRABS. HAVE FUN!	75/931,532	2,419,307	United States of America	Registered	Crab Addison, Inc.
FREE CRABS TOMORROW	75/145,477	2,125,102	United States of America	Registered	Crab Addison, Inc.
FREE CRABS TOMORROW & Design	75/145,512	2,148,694	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	�	�	United Arab Emirates	Filing Instructions Sent	Crab Addison, Inc.
JOE'S CRAB SHACK	0,841,129	TMA497,711	Canada	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	181798	181798	Egypt	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	21237	4639775	Japan	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	265006	657305	Mexico	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	633397	818097	Mexico	Registered	Crab Addison, Inc.
Title	Application Number	Registration Number	Country	Case Status	Owner
JOE'S CRAB SHACK	�	624853	Louisiana	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	�	10155085	Nebraska	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	74/527,135	1,972,218	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK	85/041,044	3,994,982	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design	658309	847694	Mexico	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design	78-903434	112248	Alabama	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design	�	�	United Arab Emirates	Filing Instructions Sent	Crab Addison, Inc.
JOE'S CRAB SHACK & Design (Arrow w/color)	85/042,703	3,994,991	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design (Arrow w/color)	85/041,042	3,934,052	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design (Arrow)	85/041,046	3,999,452	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design (Arrow)	85/040,608	3,937,064	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK & Design (Pirate)	181799	181799	Egypt	Registered	Crab Addison, Inc.
Title	Application Number	Registration Number	Country	Case Status	Owner
JOE'S CRAB SHACK & Design (Pirate)	74/580,036	1,980,521	United States of America	Registered	Crab Addison, Inc.

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�

JOE'S CRAB SHACK & Design (Pirate)	74/669,421	1,955,196	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK 100% SHORE & Design	�	�	United Arab Emirates	Filing Instructions Sent	Crab Addison, Inc.
JOE'S CRAB SHACK AN EMBARRASSMENT TO ANY NEIGHBORHOOD	74/571,008	1,917,042	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK NO VACANCY & Design	75/145,511	2,075,735	United States of America	Registered	Crab Addison, Inc.
JOE'S CRAB SHACK VACANCY & Design	�	�	United Arab Emirates	Filing Instructions Sent	Crab Addison, Inc.
JOE'S SEAFOOD HOUSE	76/182,995	2,981,272	United States of America	Registered	Crab Addison, Inc.
JOE'S SEAFOOD SHACK	76/352,833	2,757,177	United States of America	Registered	Crab Addison, Inc.
JOE'S SHRIMP HOUSE	76/182,996	2,782,406	United States of America	Registered	Crab Addison, Inc.
PEACE LOVE & CRABS!	75/145,413	2,099,152	United States of America	Registered	Crab Addison, Inc.
PEACE LOVE & CRABS! (Stylized)	75/145,513	2,101,214	United States of America	Registered	Crab Addison, Inc.
SEAFOOD WITH AN ATTITUDE!	75/073,828	2,183,259	United States of America	Registered	Crab Addison, Inc.

�

Title	Application Number	Registration Number	Country	Case Status	Owner
A FRESH TRANSLATION OF ITALIAN.	77/243,315	3,381,627	United States of America	Registered	Mac Acquisition IP LLC
ALL THE ITALIAN YOU NEED TO KNOW	74/510,569	1,891,511	United States of America	Registered	Mac Acquisition IP LLC
CALZONETTO	76/104,222	2,558,178	United States of America	Registered	Mac Acquisition IP LLC
CASTELINA	1195	1111442	Italy	Registered	Mac Acquisition IP LLC
CASTELLINA	1196	1111443	Italy	Registered	Mac Acquisition IP LLC
CASTELLINA EXTRA VERGIN OLIVE OIL FIRST COLD PRESSED NATURALLY CHOLESTEROL FREE PRODUCT OF ITALY PACKAGED EXCLUSIVELY FOR MACARONI GRILL BY MINERVA SRL GENOA & Design (Olive Hillside)	1193	1111444	Italy	Registered	Mac Acquisition IP LLC
CASTELLINA OLIO EXTRA VERGINE DI OLIVA PERSONALITY SELECTED BY MORGAN HULL EXECUTIVE CHEF MACARONI GRILL & Design (Stylistic Label)	1194	1111441	Italy	Registered	Mac Acquisition IP LLC
CHEESEOLI	75/534,581	2,257,320	United States of America	Registered	Mac Acquisition IP LLC

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�

CHEFS RUN OUR COMPANY. THAT EXPLAINS OUR FOOD.	0,887,165	TMA525,208	Canada	Registered	Mac Acquisition IP LLC
CHEFS RUN OUR COMPANY. THAT EXPLAINS OUR FOOD.	351139	600409	Mexico	Registered	Brinker International, Inc.
CREATE YOUR OWN HANDCRAFTED PASTA	77/739,148	3,761,912	United States of America	Registered	Mac Acquisition IP LLC
Design (Chef Logo)	2362075	2362075	United Kingdom	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
Design (Pizza Box)	77/799,612	3,801,093	United States of America	Registered	Mac Acquisition IP LLC
ITALIAN MEDITERRANEAN COOKING IS SIMPLY BETTER.	85/092,607	3,937,526	United States of America	Registered	Mac Acquisition IP LLC
MACARONI (Stylized)	367716	930431	Mexico	Registered	Mac Acquisition IP LLC
MACARONI GRILL	77516	102682	United Arab Emirates	Registered	Mac Acquisition IP LLC
MACARONI GRILL	46677	46677	Bahrain	Registered	Mac Acquisition IP LLC
MACARONI GRILL	27,349	24,027	Brunei Darussalam	Registered	Mac Acquisition IP LLC
MACARONI GRILL	960131981	1136258	China	Registered	Mac Acquisition IP LLC
MACARONI GRILL	9800 116062	1387856	China	Registered	Mac Acquisition IP LLC
MACARONI GRILL	182134	182134	Egypt	Registered	Mac Acquisition IP LLC
MACARONI GRILL	4852621	4852621	European Community	Registered	Mac Acquisition IP LLC
MACARONI GRILL	D972583	406226	Indonesia	Registered	Mac Acquisition IP LLC
MACARONI GRILL	J972584	406220	Indonesia	Registered	Mac Acquisition IP LLC
MACARONI GRILL	1418294	1038685	India	Registered	Mac Acquisition IP LLC
MACARONI GRILL	FI2004C001536	1111406	Italy	Registered	Mac Acquisition IP LLC
MACARONI GRILL	77722	70000	Kuwait	Registered	Mac Acquisition IP LLC
MACARONI GRILL	291	105239	Lebanon	Registered	Mac Acquisition IP LLC
MACARONI GRILL	101586	101586	Morocco	Registered	Mac Acquisition IP LLC
MACARONI GRILL	38800	38800	Oman	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
MACARONI GRILL	286866	S00044073	Peru	Registered	Mac Acquisition IP LLC

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�

MACARONI GRILL	115348	4-1996-115348	Philippines	Registered	Mac Acquisition IP LLC
MACARONI GRILL	115349	4-1996-115349	Philippines	Registered	Mac Acquisition IP LLC
MACARONI GRILL	4-2006-010771	4-2006-010771	Philippines	Registered	Mac Acquisition IP LLC
MACARONI GRILL	4-2006-010771	4-2006-010771	Philippines	Registered	Mac Acquisition IP LLC
MACARONI GRILL	1168-2006	293670	Paraguay	Registered	Mac Acquisition IP LLC
MACARONI GRILL	38403	�	Qatar	Registered	Mac Acquisition IP LLC
MACARONI GRILL	102779	944/49	Saudi Arabia	Registered	Mac Acquisition IP LLC
MACARONI GRILL	10796/96	T96/10796E	Singapore	Registered	Mac Acquisition IP LLC
MACARONI GRILL	10798/96	T96/10798A	Singapore	Registered	Mac Acquisition IP LLC
MACARONI GRILL	321385	KOR71064	Thailand	Registered	Mac Acquisition IP LLC
MACARONI GRILL	321386	�	Thailand	Pending	Mac Acquisition IP LLC
MACARONI GRILL	2006/002482	2006 02482	Turkey	Registered	Mac Acquisition IP LLC
MACARONI GRILL	85-059429	817090	Taiwan	Registered	Mac Acquisition IP LLC
MACARONI GRILL (Stylized)	413362	656611	Mexico	Registered	Mac Acquisition IP LLC
MACARONI GRILL (Stylized)	75/522,889	2,259,587	United States of America	Registered	Mac Acquisition IP LLC
MAKING LIFE DELICIOUS	1,182,599	TMA631,546	Canada	Registered	Mac Acquisition IP LLC
MAKING LIFE DELICIOUS	3281185	3281185	European Community	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
MAKING LIFE DELICIOUS	612339	807719	Mexico	Registered	Mac Acquisition IP LLC
PENNE RUSTICA	0,887,006	TMA524,892	Canada	Registered	Mac Acquisition IP LLC
PENNE RUSTICA	333495	584667	Mexico	Registered	Mac Acquisition IP LLC
PENNE RUSTICA	75/467,663	2,249,559	United States of America	Registered	Mac Acquisition IP LLC
POLLO LIMONE RUSTICA	77/672,002	3,695,203	United States of America	Registered	Mac Acquisition IP LLC
ROMANOS FATBREADS	Application Pending	Application Pending	United States of America	Application Pending	Application Pending

��

�

ROMANO'S GRILL	2052556	2052556	United Kingdom	Registered	Mac Acquisition IP LLC
ROMANO'S ITALIAN GRILL	386631	629224	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S ITALIAN GRILL	386633	648844	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	42399	33028	United Arab Emirates	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	42400	33030	United Arab Emirates	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	546568	546568	Australia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	1095657	1095657	Australia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	32897	32897	Bahrain	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	5464	S5464	Bahrain	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	24,754	24,995	Brunei Darussalam	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	0,670,704	TMA417,252	Canada	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	960131979	1136251	China	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
ROMANO'S MACARONI GRILL	1999-9247	121214	Costa Rica	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	170871	1185-07	Ecuador	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	1173517	1173517	European Community	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	1449077	1449077	United Kingdom	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	02977/95	B05394/97	Hong Kong	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	06824/94	B02430/96	Hong Kong	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	D9628151	404451	Indonesia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	10293	340626	Indonesia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	1418295	834193	India	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	82047	82047	Jordan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	82046	82046	Jordan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	51448	45559	Kuwait	Registered	Mac Acquisition IP LLC

��

�

ROMANO'S MACARONI GRILL	292	105151	Lebanon	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	101587	101587	Morocco	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	275149	556449	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	95/002306	95/002306	Malaysia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	37807	37807	Oman	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	37808	37808	Oman	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
ROMANO'S MACARONI GRILL	192378	S00040821	Peru	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	115346	4-1996-115346	Philippines	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	4-2006-08272	4-2006-008272	Philippines	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	218593	218593	Pakistan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	67909	�	Puerto Rico	Pending	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	1342-2006	293672	Paraguay	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	37101	37101	Qatar	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	37102	37102	Qatar	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	2007705870	358572	Russian Federation	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	11222/96	T96/11222E	Singapore	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	4272/94	T94/04272F	Singapore	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	2005051497	13 69 29-30	El Salvador	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	2005051498	27 62 55-56	El Salvador	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	7510	�	Syria	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	268605	Bor3614	Thailand	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	98/80607	98/017637	Turkey	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	98/80606	98/017636	Turkey	Registered	Mac Acquisition IP LLC

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�

ROMANO'S MACARONI GRILL	2004/001167	2004 001167	Turkey	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
ROMANO'S MACARONI GRILL	94-9549	764803	Taiwan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	44-9560	84420	Taiwan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	74/016,308	1,658,573	United States of America	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	15410-1999	S012963	Venezuela	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	15017-2003	S026138	Venezuela	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	2006/14468	2006/14468	South Africa	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL	77/246,756	3,381,639	United States of America	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized Curved)	77/708,502	3,701,361	United States of America	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	42401	33031	United Arab Emirates	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	42402	33032	United Arab Emirates	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	32898	32898	Bahrain	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	5465	S5465	Bahrain	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	24,751	23,624	Brunei Darussalam	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	960131980	1136257	China	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	141163	141163	Egypt	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	141164	141164	Egypt	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	02976/95	B05393/97	Hong Kong	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	6827	B02431/96	Hong Kong	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
ROMANO'S MACARONI GRILL (Stylized)	18454-08	107,485	Honduras	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	18453-08	14,219	Honduras	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	96-28151	404450	Indonesia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	FI2004C001596	1111454	Italy	Registered	Mac Acquisition IP LLC

��

�

ROMANO'S MACARONI GRILL (Stylized)	82083	82083	Jordan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	82082	82082	Jordan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	51449	45558	Kuwait	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	238578	502714	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	487944	924190	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	238576	504077	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	95/02305	95002305	Malaysia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	37809	37809	Oman	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	37810	37810	Oman	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	192379	S00040822	Peru	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	37099	37099	Qatar	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	37100	37100	Qatar	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	69677	628/35	Saudi Arabia	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	69678	623/09	Saudi Arabia	Registered	Mac Acquisition IP LLC
Title	Application Number	Registration Number	Country	Case Status	Owner
ROMANO'S MACARONI GRILL (Stylized)	10797/96	T96/10797C	Singapore	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	04273/94	T94/04273D	Singapore	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	2005051526	71,63,143-144	El Salvador	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	2005051527	74,63,149-150	El Salvador	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	268604	Bor3430	Thailand	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	98/80605	98/017635	Turkey	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	98/80604	207874	Turkey	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	2004/001168	2004 001168	Turkey	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	94-9552	764854	Taiwan	Registered	Mac Acquisition IP LLC

��

�

ROMANO'S MACARONI GRILL (Stylized)	Unknown	84348	Taiwan	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	74/223,235	1,716,914	United States of America	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	17814-1999	S016247	Venezuela	Registered	Mac Acquisition IP LLC
ROMANO'S MACARONI GRILL (Stylized)	15016-2003	S026137	Venezuela	Registered	Mac Acquisition IP LLC
ROMANO'S NEAPOLITAN PIZZA	77/729,324	3,877,631	United States of America	Registered	Mac Acquisition IP LLC
ROMANO'S PASTA GRILL	386632	624196	Mexico	Registered	Mac Acquisition IP LLC
ROMANO'S PASTA GRILL	386634	626179	Mexico	Registered	Mac Acquisition IP LLC
THAT'S SO MACARONI	78/772,659	3,309,271	United States of America	Registered	Mac Acquisition IP LLC
MACARONI GRILL	86/002057	4,487,956	United States of America	Registered	Mac Acquisition IP LLC
ITALIAN MEDITERRANEAN COOKING IS SIMPLY BETTER	85/092607	3937526	United States of America	Registered	Mac Acquisition IP LLC

��

Restaurants operated by Ignite Restaurant Group, Inc. and its franchisees under the trade name Joes Crab Shack have the right to conduct test marketing of promotional food items, containing Original TABASCO brand Pepper Sauce as an ingredient and marketed in association with McIlhenny Companys TABASCO trademarks pursuant to a letter agreement dated January 24, 2013 between Ignite Restaurant Group, Inc. and McIlhenny Company.

��

�

Title	Type of work	Creation Date	Registration No.	Owner
Joes Crab Shack: an embarrassment to any neighborhood	Text	10-01-1991	TX0003862644	Ignite Restaurant Group, Inc.¹

�

___________________________

¹ Copyright assignment from Ignite Restaurant Group, Inc. to Crab Addison, Inc. has been filed prior to the Closing Date.

�

Schedule 6.18

Insurance

�

��

�

Schedule 7.4

Pledged Notes

�

None.

�

Schedule 7.5

Commercial Tort Claims

�

None.

�

Exhibit�31.1

�

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED

PURSUANT TO SECTION�302 OF THE SARBANES-OXLEY ACT OF�2002

�

I, Raymond A. Blanchette, III, certify that:

�

1.	I have reviewed this Quarterly Report on Form�10-Q of Ignite Restaurant Group,�Inc.;

�

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

�

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

�

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules�13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules�13a-15(f) and 15d-15(f)) for the registrant and have:

�

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

�

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

�

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

�

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

�

5.	The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

�

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

�

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

�

Date: October 30, 2014

�

�	/s/ Raymond A. Blanchette, III
�	Raymond A. Blanchette, III Chief Executive Officer

�

Exhibit�31.2

�

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED

PURSUANT TO SECTION�302 OF THE SARBANES-OXLEY ACT OF�2002

�

I, Michael J. Dixon, certify that:

�

1.	I have reviewed this Quarterly Report on Form�10-Q of Ignite Restaurant Group,�Inc.;

�

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

�

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

�

5.	The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

�

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

�

Date: October 30, 2014

�

�	/s/ Michael J. Dixon
�	Michael J. Dixon President and Chief Financial Officer

�

Exhibit�32.1

�

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION�1350

AS ADOPTED PURSUANT TO SECTION�906 OF THE SARBANES-OXLEY ACT OF�2002

�

In connection with the Quarterly Report of Ignite Restaurant Group,�Inc. (the Company) on Form�10-Q for the period ended September 29, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Raymond A. Blanchette, III, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

�

The Report fully complies with the requirements of Section�13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

�

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

Date: October 30, 2014

�

�	/s/ Raymond A. Blanchette, III
�	Raymond A. Blanchette, III Chief Executive Officer

�

Exhibit�32.2

�

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION�1350

AS ADOPTED PURSUANT TO SECTION�906 OF THE SARBANES-OXLEY ACT OF�2002

�

In connection with the Quarterly Report of Ignite Restaurant Group,�Inc. (the Company) on Form�10-Q for the period ended September 29, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael J. Dixon, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

�

The Report fully complies with the requirements of Section�13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

�

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

Date: October 30, 2014

�

�	/s/ Michael J. Dixon
�	Michael J. Dixon President and Chief Financial Officer

�

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Form 10-Q Ignite Restaurant Group, For: Sep 29

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