Common use of Dividends Clause in Contracts

Dividends. The holders of the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Dividends. The holders Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Deferral Preferred SharesLead Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may pay cash Dividends to receive Holdings to allow Holdings to pay cash dividends to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Parent Company from current or former members of management, employees, consultants, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared in either case, exceed during any fiscal year of the Lead Borrower, $10,000,000 (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the board Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (b)(x)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from current or former members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of any Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which the Lead Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which any Parent Company or other entity is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of the Corporation properly applicable Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Lead Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other compensation and benefits payable to current and former officers, directors, consultants and employees of any Parent Company to the extent such salaries, bonuses and other compensation and benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (F) the purchase or other acquisition by any parent of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchaser or other acquisition; (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of the Lead Borrower and its Restricted Subsidiaries; (vii) reasonable and customary indemnities to directors, officers and employees of any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal (x) obligations under or in respect of director and officer insurance policies to the quotient obtained by dividing: extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement (as in effect on the Closing Date; (ix) any Dividend used to fund the Transaction, including Transaction Costs and the Special Dividend, and any Dividend from proceeds received in connection with any working capital adjustment pursuant to the Acquisition Agreement; (x) the product obtained Lead Borrower may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v) and 10.06(vii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, of up to 6% per annum of the net cash proceeds contributed to the capital of the Lead Borrower from any such Initial Public Offering; (xiii) on a Pro Forma Basis, if the Consolidated First Lien Net Leverage Ratio does not exceed 3.00 to 1.00 and the Consolidated Total Net Leverage Ratio does not exceed 4.25 to 1.00, any Dividends to the extent the same are made solely with the Available Amount, so long as at the time of, and after giving effect to such Dividend, no Event of Default shall have occurred and be continuing; (xiv) purchases of minority interests in non-Wholly-Owned Subsidiaries by multiplying the Lead Borrower and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed $1,000 5,000,000; (xv) the declaration and payment of dividends or the payment of other distributions by the Lead Borrower in an aggregate amount since the Closing Date not to exceed $35,000,000; (xvi) the Lead Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of dividend or other distribution by a rate per annum equal Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the Lead Borrower may make payments with the cash proceeds contributed to its common equity from the rate net cash proceeds of interest payable any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be continuing or would result therefrom; provided that the Trust on the Trust Notes as amount of any such cash proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (b)(x)(ii) of the Issue Datedefinition of “Available Amount”; (xviii) the Lead Borrower and any Restricted Subsidiary may pay dividends and distributions within 60 days after the date of declaration thereof, by if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; and (xix) any Dividends, so long as (x) at the time of, and after giving effect to such Dividend, no Event of Default shall have occurred and be continuing and (y) four; provided that if an event on a Pro Forma Basis, the Consolidated Total Net Leverage Ratio does not exceed 3.25 to 1.00. In determining compliance with this Section 10.03 (including a redemptionand in determining amounts paid as Dividends pursuant hereto for purposes of the definition of Consolidated EBITDA and Consolidated Net Income), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal deemed to be cash Dividends paid to Holdings to the product obtained by multiplying the amount extent provided in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendssaid Section 10.05(vi).

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) Subsidiaries of the Deferral Preferred SharesParent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL International, Series-[·] Ltd., NCL America Holdings, LLC or Arrasas Limited shall be entitled to receive and the Corporation shall pay thereon, as and when declared received promptly by the board Parent directly or indirectly by way of directors out Dividend; (ii) the Parent may pay Dividends in respect of the monies tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Corporation properly applicable NCLC Group or holder of the Parent’s Capital Stock with respect to income taxable as a result of any member of the payment NCLC Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of dividendsthe NCLC Group; and (iii) the Parent may pay Dividends in an amount not to exceed 50% of Consolidated Net Income of the Parent and its Subsidiaries for the period (taken as one period) commencing on January 1, 2010 and ending on each the date prior to such Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: for which financial statements are available so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by no Default or Event or Default exists or would result from such Dividend and (y) four; at the time of such Dividend and after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the four consecutive fiscal quarters last ended for which financial statements have been provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which Facility Agent pursuant to Section 9.01 is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other less than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends5.50:1.00.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Lead Borrower or to other Restricted Subsidiaries of Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Lead Borrower may pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to Lead Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Lead Borrower, the greater of $20,000,000 and 1.50% of Consolidated Total Assets (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the First Restatement Effective Date, where the net proceeds of such sale are received by or contributed to Lead Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Lead Borrower from members of management, officers, directors, employees of Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Lead Borrower may pay thereoncash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and when declared by any other Parent Company shall cause the board amount of directors such expenses to be repaid to Lead Borrower or the relevant Restricted Subsidiary of Lead Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Lead Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the First Restatement Effective Date with respect to which any Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which Holdings or any other Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or the Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Lead Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Lead Borrower of all or substantially all of the Corporation properly applicable to the payment property and assets or business of dividendsany Person, on each Dividend Payment Dateor of assets constituting a business unit, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate line of interest payable by the Trust on the Trust Notes as business or division of such Person, or of all of the Issue Date, by (y) fourEquity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of Lead Borrower and its Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (C), (D) and (G) of this clause (vi) shall occur that results not exceed the greater of $14,000,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) in accrued any fiscal year; (vii) reasonable and unpaid dividends for a partial Dividend Period becoming payablecustomary indemnities to directors, officers and employees of Holdings or any other Parent Company in the dividend payable for any partial Dividend Periods shall be equal ordinary course of business, to the product obtained extent reasonably attributable to the ownership or operation of Lead Borrower and its Restricted Subsidiaries; (viii) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by multiplying the amount in Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used to fund the Transaction, including Transaction Costs; (x) [Reserved]; (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to Verra Mobility to fund a payment of dividends on Verra Mobility’s common stock, not to exceed, in any fiscal year, 5% of Verra Mobility’s market capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.20:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $25,000,000 and 1.75% of Consolidated Total Assets (measured at the time of such Dividend); (xv) the declaration and payment of Dividends or the payment of other distributions by Lead Borrower in an aggregate amount since the First Restatement Effective Date not to exceed the greater of $120,000,000 and 8.50% of Consolidated Total Assets (measured at the time of such Dividend); (xvi) Lead Borrower and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Lead Borrower may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xviii) Lead Borrower and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; and (xix) any Dividends, so long as on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 3.75:1.00. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Restricted Subsidiaries on or after the Closing Date, except that: (i) any Restricted Subsidiary of the Deferral Preferred SharesBorrower may authorize, Series-[·] shall be entitled declare and pay Dividends or return capital or make distributions and other similar payments with regard to receive its Equity Interests to the Borrower or to other Restricted Subsidiaries of the Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Borrower may declare and pay cash Dividends to its shareholders generally so long as the Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Borrower may pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Holdings, such other Parent Company, the Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to the Borrower in connection with such redemption or repurchase), as in either case, exceed during any fiscal year of the Borrower, the greater of $50,000,000 and when declared 10.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the board Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings or any Parent Company, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Borrower from members of management, officers, directors, employees of the Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Borrower or the relevant Restricted Subsidiary of the Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) the Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Borrower may authorize, declare and pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of the Corporation properly applicable Borrower is the common parent, the portion of any U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of the Borrower and/or such Subsidiaries; provided (1) that the amount of such payments made in respect of any taxable period in the aggregate do not exceed the amount that the Borrower and/or such Subsidiaries would have been required to pay in respect of such taxable period had the Borrower and/or such Subsidiaries been a stand-alone corporate taxpayer or tax group for all applicable taxable periods ending after the date hereof, (2) that the permitted payment pursuant to this clause (B) attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary and (3) that with respect to any taxable period (or portion thereof) ending prior to the Closing Date, distributions otherwise permitted under this clause (B) shall be permitted only to the extent such tax distribution relates to income tax audit adjustments that arise after the Closing Date; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of the Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into the Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchaser or other acquisition; (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of the Borrower and its Restricted Subsidiaries; and (H) without duplication of any other amounts permitted pursuant to Section 10.03(v) or this clause (vi), Public Company Costs; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (viii) the Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal (x) obligations under or in respect of director and officer insurance policies to the quotient obtained by dividing: extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend used to fund the Transactions, including Transaction Costs; (x) the product obtained Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v) and 10.06(vii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock after the Closing Date, not to exceed, in any fiscal year, 6% of such Parent Company’s Market Capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Net Leverage Ratio does not exceed 4.50 to 1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by multiplying the Borrower and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $1,000 30,000,000 and 6.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such purchase); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by the Borrower in an aggregate amount since the Closing Date not to exceed the greater of $125,000,000 and 25.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) the Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a rate per annum equal Restricted Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the Borrower may authorize, declare and pay Dividends with the cash proceeds contributed to its common equity from the rate net cash proceeds of interest payable any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be continuing or would result therefrom; provided that the Trust on the Trust Notes as amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the Issue Datedefinition of “Available Amount” or the Contribution Amount; (xviii) the Borrower and any Restricted Subsidiary may authorize, by declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of, and after giving effect to such Dividend, no Event of Default shall have occurred and be continuing and (y) four; provided that if an event (including on a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablePro Forma Basis, the dividend payable for Consolidated Total Net Leverage Ratio does not exceed 3.25 to 1.00; (xx) the Borrower may authorize, declare and pay cash dividends or other distributions, or make loans or advances to, any partial Dividend Periods shall be equal Parent Company so long as (a) the proceeds thereof are used to make payments to minority shareholders pursuant to appraisal or dissenter’s rights with respect to shares in an Acquired Entity or Business held by such shareholders immediately prior to the product obtained acquisition and (b) such acquisition was made in compliance with Section 10.03(vi)(F); (xxi) any Dividend, payment or distribution to any Parent Company to fund payments required to be made by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable such Parent Company pursuant to the partial Dividend Period Tax Receivable Agreement. In determining compliance with this Section 10.03 (and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not determining amounts paid in full on all as Dividends pursuant hereto for purposes of the Deferral Preferred Sharesdefinition of Consolidated EBITDA and Consolidated Net Income), Series-[·] then issued and outstanding, such dividend amounts loaned or the unpaid part thereof shall be paid on a subsequent date or dates advanced to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the CorporationHoldings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Each of the Deferral Preferred SharesLead Borrower and any Restricted Subsidiary will not authorize, Series-[·] shall be entitled declare or pay any Dividends with respect to receive the Lead Borrower or any Restricted Subsidiary, except that: (i) any Restricted Subsidiary may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Corporation shall pay thereon, as and when declared by the board of directors out Lead Borrower or to other Restricted Subsidiaries which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the monies Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or any Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Corporation properly applicable to Equity Interests in the payment of dividendsSubsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Datevarious classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, by redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may pay cash Dividends to Holdings to allow Holdings to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings from management, employees, officers and directors (yand their successors and assigns) fourof the Lead Borrower and any Restricted Subsidiary; provided that if an event (including a redemptionA) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the aggregate amount paid by Holdings in respect of all such Equity Interests so redeemed or repurchased shall occur that results in accrued not (net of any cash proceeds received by Holdings from issuances of its Equity Interests and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal contributed to the product obtained by multiplying Lead Borrower in connection with such redemption or repurchase), in either case, exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next two succeeding calendar years in an amount not exceeding $10,000,000 in the aggregate); (B) such amount in any calendar year may be increased by an amount not to exceed: (xI) above the cash proceeds of key man life insurance policies received by a fractionthe Lead Borrower or any Restricted Subsidiary after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to members of management, managers, directors or consultants of Holdings or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from members of management, officers, directors, employees of the Lead Borrower or any Subsidiary in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay expenses incurred by Holdings in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay costs (including all professional fees and expenses) incurred by Holdings in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable withholding tax. If on laws, applicable rules or regulations of any Dividend Payment governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may pay cash dividends or other payments to, or make loans or advances to, any Holdings or the equity interest holders thereof in amounts required for any Holdings or the equity interest holders thereof to pay, in each case without duplication: (a) franchise and similar Taxes (and other fees and expenses) required to maintain their corporate existence to the extent such Taxes, fees and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and any Restricted Subsidiary; (b) for any taxable period for which Lead Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income tax purposes of which a direct or indirect parent of the Lead Borrower is the common parent (a “Tax Group”), the portion of any U.S. federal, foreign, state and local income and similar Taxes (including alternative minimum Taxes) of such Tax Group, as applicable, for such taxable period that are attributable to the income of the Lead Borrower and/or its Subsidiaries, as applicable, provided that, in each case (i) the amount of such payments for any taxable period shall not exceed the amount of such Taxes that Lead Borrower and/or such Subsidiaries, as applicable, would have paid had Lead Borrower and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate group) with respect to all taxable periods (or portions thereof) beginning after the Closing Date and (ii) the dividend payable on amount of such date is not paid payments for any taxable period in full on respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Lead Borrower or any of its Restricted Subsidiaries for such purpose; (c) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of Holdings to the extent such costs and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and any Restricted Subsidiary; (d) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or Holdings; (e) the purchase or other acquisition by any parent of the Lead Borrower of all or substantially all of the Deferral Preferred Sharesproperty and assets or business of any Person, Series-[·] then issued and outstandingor of assets constituting a business unit, a line of business or division of such dividend Person, or of all of the unpaid part thereof Equity Interests in a Person; provided that, if such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided further that (A) such dividend, distribution, loan or advance shall be paid on a subsequent date made concurrently with the closing of such purchase or dates other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be determined by contributed to the board Lead Borrower or any Restricted Subsidiary or (2) the merger or amalgamation (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures Person formed or acquired in order to consummate such purchaser or other securities acquisition; and (f) any customary fees and expenses related to any unsuccessful equity offering by Holdings directly attributable to the operations of the CorporationLead Borrower and any Restricted Subsidiary; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and any Restricted Subsidiary; (viii) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings for payment of obligations under or in respect of director and officer insurance policies to the same. The holders extent reasonably attributable to the ownership or operation of the Deferral Preferred SharesLead Borrower and any Restricted Subsidiary; (ix) payments made in respect of dissenting shares and in respect of the Lead Borrower’s incentive stock or other equity based benefit plans, Series-[·] Director’s Compensation Plan and Nonqualified Savings Plan, including deferred accounts therein denominated in stock units in each case made in connection with the Acquisition (as defined in the Existing Credit Agreement); (x) payments made in connection with the Ryerson 2014 Omnibus Plan up to $20,000,000; (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) the Lead Borrower and its Restricted Subsidiaries may consummate the transactions contemplated under the Restructuring Memo; (xiii) the Lead Borrower and each Restricted Subsidiary may pay any Dividends so long as the Distribution Conditions are satisfied; (xiv) purchases of minority interests in non-Wholly-Owned Subsidiaries by the Lead Borrower and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of investments pursuant to Section 10.05(xvii), shall not be entitled exceed $10,000,000; (xv) [Reserved]; (xvi) the Lead Borrower and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of dividend or other distribution by a Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such Dividend or distribution; (xvii) the Lead Borrower and each Restricted Subsidiary may make payments with the cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by Holdings, so long as such payments are made substantially concurrently with such contribution and, with respect to any dividends other than such payments, no Event of Default shall have occurred and be continuing or in excess would result therefrom; and (xviii) the Lead Borrower and any Restricted Subsidiary may pay Dividends and distributions within 60 days after the date of declaration thereof, if at the cumulative preferential cash dividends hereinbefore provideddate of declaration of such payment, such payment would have complied with another provision of this Section 10.03; and (xix) the Lead Borrower may make distributions to pay the remaining $10,000,000 management agreement termination fee payable to Platinum. Payment In determining compliance with this Section 10.03, amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders of Notwithstanding the Deferral Preferred Sharesforegoing, Series-[·] the Employee shall be entitled not have the right to receive and the Corporation shall pay thereonany dividends or other distributions, as and when declared by the board of directors out of the monies of the Corporation properly applicable including any special or extraordinary dividends or distributions (with all references to “dividends” in this Agreement being deemed to also include reference to any such special distributions), with respect to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash Restricted Shares granted hereby unless and until the Restricted Shares become Earned Shares. Any such dividends equal declared and paid with respect to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof already Earned Shares shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock. In the event the Company declares and pays a dividend in respect of its Common Stock and, on a subsequent the record date or dates for such dividend, the Employee holds Restricted Shares granted pursuant to this Agreement that have not yet become Earned Shares, the dividends with respect to such Restricted Shares shall be determined credited to an account maintained by the board of directors on which Company or the Corporation transfer agent for the Employee’s benefit (such dividends, “Unvested Dividends”). Such account is intended to constitute an “unfunded” account, and neither this Section 3(d) nor any action taken pursuant to or in accordance with this Section 3(d) shall have sufficient monies properly applicable, under the provisions be construed to create a trust of any applicable law kind. Amounts credited to such account with respect to Restricted Shares that become Earned Shares will become “Vested Dividends” on the date that such Restricted Shares vest in accordance with Section 3(b) and under will be paid to the provisions of Employee as soon as administratively practicable following that date; provided that, in all cases, any trust indenture securing bonds, debentures or other securities Vested Dividends that become payable pursuant to this Section 3(d) shall be paid no later than March 15 of the Corporation, calendar year following the calendar year during which such dividends become Vested Dividends pursuant to the payment paragraphs (b) and (d) of the samethis Section 3. The holders of the Deferral Preferred Shares, Series-[·] Employee shall not be entitled to receive any dividends other than interest with respect to the timing of payment of dividends. In the event all or in excess any portion of the cumulative preferential cash dividends hereinbefore provided. Payment Restricted Shares granted hereby fail to become Earned Shares, Unvested Dividends accumulated in the Employee’s account with respect to such Restricted Shares shall be made by electronic funds transfer or by cheque of or on behalf of forfeited to the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsCompany.

Dividends. The holders None of the Deferral Preferred SharesBorrowers will, Series-[·] nor will it permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to such Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of Silgan may pay any Dividends to Silgan or a Wholly-Owned Subsidiary of Silgan so long as, in the case of non-cash Dividends, any security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to the applicable Security Documents in the assets so transferred shall remain in full force and effect and perfected (and with at least the same priority as in effect prior to such transfer); (ii) any non-Wholly-Owned Subsidiary of Silgan may pay Dividends to its shareholders, partners or members generally so long as (x) the respective Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of the equity interest or interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary) and (y) no Dividends may be paid by any Subsidiary of Silgan pursuant to this clause (ii) at any time that a Default or an Event of Default exists and any intercompany loans are outstanding to such Subsidiary; (iii) Dividends made in connection with a Restructuring Transaction shall be entitled to receive permitted; and (iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and the Corporation shall pay thereonBorrowers are in compliance with the financial covenants set forth in Sections 9.07 and 9.08 (which, as and when declared by the board of directors out of the monies of the Corporation properly applicable except with respect to the payment of dividendsregular quarterly Dividends in the same per share amount as paid in the immediately preceding fiscal quarter, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal shall be calculated without giving effect to the quotient obtained by dividing: (xproviso of Section 9.08) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates Pro Forma Basis for the Test Period most recently ended for which financial statements have been delivered to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicableAdministrative Agent pursuant to Section 8.01, under the provisions of both immediately before and immediately after giving effect to such Dividends, Silgan may declare and pay any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsDividends.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 35,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $55,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the Closing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of Borrower from any such Initial Public Offering and (y) 7.0% of Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.05:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $27,500,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000 and 50.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 4.30:1.00; (xx) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds; and (xxi) any payment that is intended to prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) (A) any Wholly-Owned Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Parent may pay Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Parent or any Wholly-Owned Subsidiary of the monies Parent, (B) any Subsidiary Guarantor may pay Dividends to the Borrower or any other Subsidiary Guarantor and (C) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Corporation properly applicable Parent, such Subsidiary may pay Dividends to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests in the Subsidiary paying such Dividends receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests in the Subsidiary paying such cash Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (ii) so long as no Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests (or options to purchase such equity) theretofore held by its or any of dividendsits Subsidiaries’ employees, on officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and (iii) after the Merger Effective Time, so long as no cash, Indebtedness or other property of the Parent and its Subsidiaries is being paid by the Parent to such employees, former employees, directors or former directors in connection with such repurchase (A) the Parent may repurchase its outstanding Equity Interests held by its or any of its Subsidiary’s employees, former employees, directors and former directors pursuant to (i) that certain Stock Option Grant Agreement, dated as of July 8, 2014, by and between Navig8 and L. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as amended, supplemented or modified from time to time, (ii) that certain General Maritime Corporation 2012 Equity Incentive Plan and (iii) any grants or awards issued under any future management incentive plan entered into by Parent or any of its Subsidiaries, in each Dividend Payment Datecase, fixed cumulative preferential cash dividends in connection with any exercise by such employees, former employees, directors or former directors to purchase the Parent’s Equity Interest and (B) the Parent may repurchase its outstanding Equity Interests in an amount equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions value of any applicable law and under withholding taxes in connection with the provisions vesting of any trust indenture securing bonds, debentures or other securities of the Corporation, Equity Interests granted to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) its employees and payment thereof shall satisfy such dividendsdirectors.

Dividends. The (a) In the event that a distribution with respect to the shares of CMR Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of CMR Common Stock on the Deferral Preferred SharesClosing Date immediately prior to the Merger Effective Time. In the event that a distribution with respect to the shares of capital stock of CCI permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, Series-[·] such distribution shall be paid to the holders of such shares of capital stock of CCI on the Closing Date immediately prior to the Merger Effective Time. CMR shall coordinate with CCI on the declaration, setting of record dates and payment dates of dividends on CMR Common Stock so that holders of CMR Common Stock (i) do not receive dividends on both CMR Common Stock and CCI Common Stock received in the REIT Merger in respect of a single distribution period or fail to receive a dividend on either CMR Common Stock or CCI Common Stock received in the REIT Merger in respect of a single distribution period or (ii) do not receive both a dividend permitted by the proviso to Section 6.2(b)(iii) on CCI Common Stock and a dividend permitted by the proviso to Section 6.1(b)(iii) on CMR Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso to Section 6.2(b)(iii) on CCI Common Stock or a dividend permitted by the proviso to Section 6.1(b)(iii) on CMR Common Stock received in the REIT Merger. (b) In the event that either CMR or CCI shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii), respectively, it shall notify the other Party at least 20 days prior to the Closing Date, and such other Party shall be entitled to receive and declare a dividend per share payable (i) in the Corporation shall pay thereoncase of CMR, as and when to holders of CMR Common Stock, in an amount per share of CMR Common Stock equal to the product of (A) the dividend declared by CCI with respect to each share of CCI Common Stock by (B) the board Exchange Ratio, and (ii) in the case of directors out CCI, to holders of the monies CCI Common Stock, in an amount per share of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends CCI Common Stock equal to the quotient obtained by dividing: dividing (xA) the product obtained dividend declared by multiplying $1,000 CMR with respect to each share of CMR Common Stock by a rate per annum equal (B) the Exchange Ratio. The record date and time and payment date and time for any dividend payable pursuant to this Section 7.8(b) shall be prior to the rate of interest payable by the Trust on the Trust Notes as of the Issue Closing Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Dividends. The holders Subject to the following sentence, Borrower may, and may permit Parent to, (i) make any distributions in redemption of any Capital Stock of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower or the Parent and (ii) make or declare any dividends or similar distributions with respect to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Capital Stock of the monies Borrower or the Parent; provided that during the continuation of any Default, the Corporation properly applicable Borrower shall not (and shall not permit Parent to) declare or make any such dividends or distributions except that the Borrower and Parent may declare and make cash distributions to their respective shareholders in an aggregate amount not to exceed the greater of (x) an amount equal to ninety percent (90%) of Parent’s real estate investment trust taxable income and (y) the minimum amount necessary for the Borrower to remain in compliance with Section 6.10 and to otherwise avoid the payment of dividendsany income and/or excise taxes imposed under the Code, on each Dividend Payment Dateprovided, fixed cumulative preferential however, there shall not be any implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code. If a Default specified in Section 7.1, Section 7.6 or Section 7.7 shall exist, or if as a result of the occurrence of any other Default any of the Obligations have been accelerated pursuant to Section 8.1, the Borrower shall not, and shall not permit the Parent or any Subsidiary to, make any dividends or distributions to any Person other than the Borrower or a Subsidiary of the Borrower; provided that, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, such Subsidiary may make distributions to holders of Capital Stock in such Subsidiary ratably according to the holders’ respective holdings of the type of Capital Stock in respect of which such distributions are being made and provided further that the Borrower may (and may permit Parent to), in all events, make cash dividends distributions to its shareholders in an aggregate amount equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal minimum amount necessary for Borrower to the rate of interest payable by the Trust on the Trust Notes as of the Issue Dateremain in compliance with Section 6.10, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableprovided, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fractionhowever, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] there shall not be entitled to any dividends other than implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or in excess Section 858(a) of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsInternal Revenue Code.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 35,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $55,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of Borrower from any such Initial Public Offering and (y) 7.0% of Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.05:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $27,500,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000 and 50.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 4.30:1.00; (xx) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds; and (xxi) any payment that is intended to prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 50,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $80,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the Closing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of Borrower from any such Initial Public Offering and (y) 7.0% of Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.05:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $40,000,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $400,000,000 and 50.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 4.30:1.00; (xx) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds; and (xxi) any payment that is intended to prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of Borrower (i) may pay cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash Dividends to its shareholders generally so long as Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] Borrower may pay Dividends to Parent in order to enable Parent to repurchase outstanding shares of its capital stock (or options to purchase such capital stock) following the death, disability, retirement or termination of employment of employees, officers or directors of any Company or upon the exercise by any such person of any “put” right in respect of any such capital stock (or options); provided that the aggregate amount of Dividends paid by Borrower pursuant to this paragraph (b) shall not exceed an aggregate amount of $3.0 million (exclusive of any amounts repaid to Borrower concurrently therewith in respect of loans made pursuant to Section 6.03(i); (c) Borrower may pay cash Dividends to Parent, so long as all proceeds thereof are promptly used by Parent to pay its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including legal and accounting expenses and similar expenses and customary fees to non-officer directors of Parent); provided that the aggregate amount of Dividends paid to Parent pursuant to this clause (c) shall not exceed $1.0 million in any fiscal year of Parent; (d) Borrower or any Subsidiary may pay cash Dividends to Parent in an amount not in excess of the federal and state (in such states that permit consolidated or combined Tax Returns) income tax liability that Borrower and the Subsidiaries would have been liable for if any of the Companies had filed their taxes on a stand-alone basis, for the purpose of paying such taxes; provided that such payments shall be entitled made by Parent no earlier than five days prior to receive and the Corporation shall pay thereondate on which Parent is required to make its payments to the Internal Revenue Service or the applicable state tax authority, as and when declared applicable; (e) Borrower may pay Dividends to Parent of capital stock of Parent to the extent such capital stock of Parent is acquired by Borrower as a result of a foreclosure action following a default on an advance, loan and/or other extension of credit permitted pursuant to Section 6.03(i); (f) Borrower may pay Dividends to the board of directors out extent permitted by Section 6.06(h); (g) Borrower may pay cash dividends or distributions, or make loans to, Parent in an amount not in excess of the monies amount required by Parent to enable it to make cash interest payments in respect of the Corporation properly applicable Permitted Parent Notes, which Dividends may be made not earlier than the fifth Business Day preceding the date on which such cash interest payments are due; provided that (i) if any Permitted Parent Hedge is in effect, (A) the amount permitted to be paid by Parent pursuant to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: foregoing shall not be greater than (x) the product obtained by multiplying $1,000 by a rate per annum equal to Applicable Margin as defined in the rate of interest payable by the Trust Permitted Parent Notes as in effect on the Trust date hereof times the principal amount of Permitted Parent Notes as of the Issue Date, by then outstanding plus (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in of Parent’s payment obligation under the Permitted Parent Hedge associated with such interest payment (net of payments then due to Parent under the Permitted Parent Hedge) and (B) if Borrower has elected to make payments of interest on the Permitted Parent Notes by the issuance of additional Permitted Parent Notes, (x) above by a fractionBorrower may pay cash dividends or distributions, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365or make loans to, subject Parent in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is an amount not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential amount required by Parent to enable it to make its payment obligation under the Permitted Parent Hedge associated with such interest payment (net of payments then due to Parent under the Permitted Parent Hedge) not earlier than the fifth Business Day preceding the date on which such payments are due and (y) if Parent receives a net payment under the Permitted Parent Hedge, Parent shall contribute such payment as an equity contribution to Borrower or as repayment of any loan from Borrower pursuant to this Section 6.05(g), (ii) on a Pro Forma Basis after giving effect to such dividend, distribution or loan and the payment of such interest or payment obligations (including any borrowing to fund such dividend, distribution or loan), Borrower shall be in compliance with the covenants set forth in Section 6.07 and no Default shall exist and (iii) the amount of any Dividend or loans made under this clause (g) after the Closing Date shall reduce the Available Basket Amount, which reduction may be to an amount less than $0; (h) Borrower may pay cash dividends hereinbefore provided. Payment or distributions, or make loans to, Parent of up to $3,500,000 in the aggregate (the “Cash Collateral Basket”) to be used by Parent to provide cash collateral for the benefit of the counterparty to any Secured Permitted Parent Hedge; provided that (i) only up to $1,000,000 of the Cash Collateral Basket shall be made dividended, distributed or loaned by electronic funds transfer Borrower for providing the initial cash collateral on the initial Secured Permitted Parent Hedge, (ii) on a Pro Forma Basis after giving effect to each such dividend, distribution or loan (including any borrowing to fund such dividend, distribution or loan), Borrower shall be in compliance with the covenants set forth in Section 6.07 and no Default shall exist, (iii) upon termination of a Secured Permitted Parent Hedge that is not replaced by cheque of or on behalf another Secured Permitted Parent Hedge, any amount of the Corporation payable in lawful money Cash Collateral Basket not paid or owing to such counterparty under the terms of the United States master agreement relating to such Secured Permitted Parent Hedge shall be returned to Borrower (as an equity contribution to the extent that the payment to Parent was in the form of a dividend or distribution and as repayment of loan to the extent that the payment to Parent was in the form of a loan), (iv) if Parent enters into a Secured Permitted Parent Hedge after termination of a Secured Permitted Parent Hedge, any portion of the Cash Collateral Basket not already paid to a counterparty to a Secured Permitted Parent Hedge shall be available again as provided above and (v) the amount of any Dividend or loans made under this clause (h) after the Closing Date shall reduce the Available Basket Amount, which reduction may be to an amount less than $0; (i) Borrower may pay a cash dividend to Parent on the Closing Date (or during the sixty (60) day period thereafter) with the proceeds of a portion of the Term Loans, which proceeds shall be used by Parent to purchase or redeem a portion of the Parent Floating Rate Notes to effect the Refinancing and pay any tax required to be deductedpremiums and fees and expenses in connection therewith; and (j) and payment thereof shall satisfy such dividendsBorrower may pay Dividends in reliance on the Available Basket Amount.

Dividends. The holders Declare or pay, directly or indirectly, any dividends or make any other distribution, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Deferral Preferred SharesBorrower, Series-[·] shall be entitled to receive and or set apart any sum for the Corporation shall pay thereonaforesaid purposes (collectively, “Restricted Payments”), except that: (i) So long as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate no Default or Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default shall have occurred and be continuing or would result therefrom and (y) fourafter giving pro forma effect thereto, the Total Net Leverage Ratio on a pro forma basis as at the end of the trailing four Fiscal Quarters most recently ended immediately prior to the incurrence thereof, does not exceed 2.75:1.0, the Borrower may make Restricted Payments; (ii) to the extent constituting Restricted Payments, the Borrower may enter into and consummate any transactions permitted under Section 5.02(d), (e) and (h); (iii) the Borrower may make Restricted Payments in an amount up to the Available Amount Basket if at the time such Restricted Payment is made, no Default or Event of Default shall have occurred and be continuing and after giving effect to such Restricted Payment on a pro forma basis, the Borrower is in compliance with the Financial Covenant; (iv) the Borrower may make Restricted Payments in respect of any class of its Capital Stock so long as such Restricted Payments are payable solely in shares of such class of Capital Stock; and (v) to the extent constituting Restricted Payments, the Borrower may (a) convert shares of its Preferred Interests into shares of common stock or other common Capital Stock or (b) refinance such Preferred Interests (including related premiums) with Debt, provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which such Debt is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates permitted to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, incurred under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsSection 5.02(b).

Dividends. The holders Authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (a) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower (i) may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or any Subsidiary of the monies Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary, may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Corporation properly applicable various classes of equity interests in such Subsidiary); (b) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), Holdings may repurchase its outstanding Equity Interests (or options to purchase such Equity Interests) following the death, disability, retirement or termination of dividendsemployment of employees, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate officers or directors of interest payable by the Trust on the Trust Notes as Holdings or any of the Issue Date, by (y) fourits Subsidiaries; provided that if an event (including i) all amounts used to effect such repurchases are obtained by Holdings from a redemptionsubstantially concurrent issuance of its Equity Interests (or options to purchase such Equity Interests) to other employees, members of management, executive officers or directors of Holdings or any of its Subsidiaries or (ii) to the extent the proceeds used to effect any repurchase pursuant to this clause (ii) are not obtained as described in preceding clause (i), the aggregate amount of Dividends paid by Holdings pursuant to this paragraph (b) (exclusive of amounts paid as described pursuant to preceding clause (i)) shall occur not exceed $4,000,000 in any fiscal year of Holdings; provided that, in the event that results the maximum amount which is permitted to be expended in accrued and unpaid dividends for a partial Dividend Period becoming payablerespect of Dividends during any fiscal year pursuant to this clause (b)(ii) is not fully expended during such fiscal year, the dividend payable for any partial Dividend Periods maximum amount which may be expended during the immediately succeeding fiscal year pursuant to this clause (b)(ii) shall be equal increased by such unutilized amount; (c) the Borrower may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, legal and accounting expenses and similar expenses); provided that the aggregate amount of Dividends paid by the Borrower pursuant to this clause (c) shall not exceed $1,500,000 in any fiscal year of Holdings; (d) the Borrower may pay cash Dividends to Holdings (whether or not pursuant to a Tax Sharing Agreement) for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, franchise taxes and Federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Holdings; provided, however, that the amount of any such payment shall not exceed the amount of taxes that the Borrower would have been liable for on a stand-alone basis; provided further, however, that any refund shall be promptly returned by Holdings to the product obtained Borrower; (e) the Borrower may pay cash Dividends to Holdings for the purpose of enabling Holdings to pay the Dividends referred to in clause (b) above, so long as all proceeds thereof are promptly used by multiplying Holdings to pay such Dividends; and (f) the amount in (x) above by Preferred Stock Redemption shall be permitted and the Borrower may make a fraction, the numerator of which is the actual number of days attributable Dividend to Holdings to the partial Dividend Period and extent necessary to effect the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsStock Redemption.

Dividends. The holders Pay any Dividends with respect to any Company, except that: (a) any Subsidiary of Borrower (i) may pay cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash Dividends to its shareholders generally so long as Borrower or its Subsidiary that owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of Equity Interests in such Subsidiary); (b) any Non-Guarantor Subsidiary (i) may pay cash Dividends to its parent and (ii) if such Non-Guarantor Subsidiary is not a Wholly Owned Subsidiary, Series-[·] may pay cash Dividends to its shareholders generally so long as the Subsidiary of Holdings that owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary) (c) so long as no Default or Event of Default exists or would result therefrom, Borrower and each Guarantor may pay Dividends for the purpose of enabling Holdings to, and Holdings may, repurchase outstanding shares of its capital stock (or options to purchase such common stock) following the death, disability, retirement or termination of employment of current or former employees, officers, distributors or directors of any Company; provided that, (i) all amounts used to effect such repurchases are obtained by Holdings from a substantially concurrent issuance of its capital stock (or exercise of options to purchase such capital stock) to other employees, members of management, distributors, executive officers or directors of Holdings, Borrower or any of its Subsidiaries; or (ii) to the extent the proceeds used to effect any repurchase pursuant to this clause (ii) are not obtained as described in preceding clause (i), the aggregate amount of Dividends paid by Holdings pursuant to this Section 6.05(c) (exclusive of amounts paid as described pursuant to preceding clause (i)) shall be entitled not exceed $10.0 million in the aggregate on and after the Closing Date plus the amount of any key-man life insurance proceeds actually received in any fiscal year of Holdings; (d) so long as no Default or Event of Default exists or would result therefrom, Borrower and each Guarantor may pay cash Dividends for the purpose of paying, so long as all proceeds thereof are promptly used to receive pay, each Loan Party’s operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including legal and accounting expenses and similar expenses); provided that, the Corporation aggregate amount of Dividends paid pursuant to this Section 6.05(d) shall not exceed $150,000 in any fiscal year of Holdings; (e) so long as, after giving effect to any such cash Dividend on a pro forma basis, no Default or Event of Default exists or would result therefrom, Borrower and each Guarantor may pay thereoncash Dividends for the purpose of enabling Holdings to pay (so long as all proceeds thereof are used by Holdings to pay) regularly scheduled payments of stated interest (and any applicable withholding tax gross-up payments or other tax indemnity payments in respect thereof) on, or the redemption price (including any premium required and interest on amounts redeemed) in respect of, the Holdings Senior Notes (pursuant to the terms of the Holdings Senior Note Documents as in effect on the Closing Date), so long as, until such time as the amount of cash Dividends made by Borrower pursuant to this Section 6.05(e) are applied to the payment of such regularly scheduled payments of stated interest (and when declared any applicable withholding tax gross-up payments or other tax indemnity payments in respect thereof) on, or the redemption price (including any premium required and interest on amounts redeemed) in respect of, the Holdings Senior Notes, the Collateral Agent shall have a valid and perfected Lien on and security interest in such proceeds in accordance with Sections 5.11 and 5.12; (f) so long as no Default or Event of Default exists or would result therefrom, Holdings and any Subsidiary of Holdings may make Dividends in respect of any stock appreciation rights, plans, equity incentive or achievement plans or any similar plan, so long as such rights or similar plans are approved by the board of directors out of Holdings (or a duly constituted committee thereof); (g) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary of Holdings may purchase the capital stock of Holdings in connection with the exercise of stock option or similar arrangements by a director, officer or employee of such Subsidiary; provided, that such capital stock is immediately granted to the applicable director, officer or employee of such Subsidiary; (h) Borrower and each Guarantor may pay cash Dividends to allow Holdings to pay cash Dividends so long as (i) no Default or Event of Default exists or would result therefrom and (ii) after giving effect to any such Dividend by Holdings the aggregate amount of Dividends paid by Holdings after the Closing Date pursuant to this Section 6.05(h) does not exceed the sum of (i) $300.0 million plus (ii) 50% of cumulative Consolidated Net Income of Holdings and its Subsidiaries for the period (taken as one accounting period) from the beginning of the monies first fiscal quarter of the Corporation properly applicable 2007 fiscal year to the payment last day of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal the fiscal quarter most recently ended prior to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as date of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer Holdings for which financial statements are available; and (i) Borrower and its direct and indirect parent companies may pay cash Dividends to their respective parent companies (and such parent companies may pay cash Dividends) to the extent of U.S. federal and state income and other tax obligations of WH Capital to the extent that such U.S. federal and state income and tax obligations are reasonably attributable to income or by cheque of or on behalf operations of the Corporation payable in lawful money Borrower and any of its Subsidiaries. Any payments made pursuant to this Section 6.05(i) shall, no later than the United States (less any tax required 30th day after receipt, either be used to pay such obligations to the applicable taxing authority or be deducted) and payment thereof shall satisfy such dividendsremitted to the Borrower.

Dividends. The holders Holdings will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled pay any Dividends with respect to receive Holdings or any of the Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Holdings may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Holdings or to other Restricted Subsidiaries of Holdings which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Holdings may declare and pay cash Dividends to its shareholders generally so long as Holdings or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Holdings may pay cash Dividends to any Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Parent Company from management, employees, officers and directors (and their successors and assigns) of Holdings and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourRestricted Subsidiaries; provided that if an event (including a redemptionA) the aggregate amount of Dividends made by Holdings pursuant to this clause (iii), and the aggregate amount paid by such Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Holdings, the greater of $31,800,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (xiii)); (B) above such amount in any calendar year may be increased by a fractionan amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Holdings or any of the Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings or of any Parent Company which net proceeds are contributed to Holdings, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to members of management, managers, directors or consultants of any applicable withholding tax. If on Parent Company or any of its Subsidiaries that occurs after the Closing Date; provided that the amount of any such net proceeds that are utilized for any Dividend Payment under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Holdings from members of management, officers, directors, employees of Holdings or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Holdings may pay cash Dividends to any Parent Company to pay expenses incurred by any Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Holdings, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as such Parent Company shall cause the amount of such expenses to be repaid to Holdings or the relevant Restricted Subsidiary of Holdings out of the proceeds of such offering promptly if such offering is completed; (v) Holdings may pay cash Dividends to any Parent Company to pay costs (including all professional fees and expenses) incurred by such Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) for any taxable period in which (a) Holdings and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar tax group whose common parent is a Parent Company (a “Tax Group”) or (b) Holdings is a pass-through entity for U.S. federal income tax purposes that is owned by a Parent Company that is a corporation for U.S. federal income tax purposes (directly or indirectly through one or more corporate subsidiaries of such Parent Company (any such corporate subsidiaries, together with such Parent Company, the “Corporate Owners”)), Holdings may make distributions to any Parent Company to pay any consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar income Taxes of such Tax Group, as applicable, or to any Corporate Owner to pay the U.S. federal, state, local and/or foreign income or similar Taxes of such Corporate Owner, in each case that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries, as applicable; provided, that, (A) the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that Holdings and/or its applicable Subsidiaries would have been required to pay in respect of such taxable period if such entity(ies) were a stand-alone corporate taxpayer or stand-alone corporate tax group consisting only of Holdings and/or such Subsidiaries for all relevant taxable periods, (B) the portion of any payment otherwise permitted pursuant to this clause (vi) with respect to any Taxes attributable to the income of any Unrestricted Subsidiary shall be limited to the amount actually paid by such Unrestricted Subsidiary to Holdings or any Loan Party for the purposes of paying such Taxes, and (C) with respect to any taxable period (or portion thereof) ending prior to the Closing Date, payments pursuant to this clause (vi) shall be permitted only to the extent relating to Tax adjustments that arise after the Closing Date as a result of audits or other Tax proceedings; (vii) Holdings may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the dividend equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; (B) customary salary, bonus and other benefits payable on to officers and employees of any Parent Company to the extent such date is not paid salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries; (C) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries (including, for the avoidance of doubt, administrative costs and expenses of Syncom-Iridium Holdings Corp. and/or Iridium Blocker-B. Inc.); (D) cash payments in full on lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings or any Parent Company; (E) for the purchase or other acquisition by any Parent Company of all or substantially all of the Deferral Preferred Sharesproperty and assets or business of any Person, Series-[·] or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that (1) if such purchase or other acquisition had been made by Holdings, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14, (2) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (3) such Parent Company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Holdings or any Restricted Subsidiary or (y) the merger (to the extent permitted in Section 10.02) into Holdings or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (F) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (B), (C) and (F) of this clause (vii) shall not exceed the greater of $31,800,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) in any fiscal year; (viii) reasonable and customary indemnities to directors, officers and employees of any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (ix) Holdings may pay cash Dividends to any Parent Company for payment of obligations under or in respect of director and officer insurance policies to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (x) any Dividend used to fund the Transaction, including Transaction Costs; (xi) Holdings may pay cash Dividends to any Parent Company so long as the proceeds thereof are used to pay fees, expenses and indemnification payments that are then issued permitted to be paid pursuant to Sections 10.06(vii) and outstanding10.06(xii); (xii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xiii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock, not to exceed, in any fiscal year, 5.0% of such Parent Company’s Market Capitalization; (xiv) any Dividends to the extent the same are made solely with the Available Amount; provided that to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (x) no Event of Default under Section 11.01(a) or Section 11.01(e) shall have occurred and be continuing and (y) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.50:1.00; (xv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Credit Parties; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $31,800,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend); (xvi) the declaration and payment of Dividends or the payment of other distributions by Holdings, so long as the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.00:1.00 and no Event of Default shall have occurred and be continuing or result therefrom; (xvii) Holdings and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xviii) Holdings may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company completed after the Closing Date, so long as, with respect to any such payments, no Event of Default under Section 11.01(a) or 11.01(e) shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xviii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xix) Holdings and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xx) Holdings and any Restricted Subsidiary may pay Dividends the proceeds of which are applied to make payments of scheduled coupon and principal, refinance, defease or discharge the Senior Notes; (xxi) Holdings and any Restricted Subsidiary may make payments and distributions to dissenting stockholders pursuant to applicable law pursuant to or in connection with a sale, consolidation, merger or transfer of Holdings and the Restricted Subsidiaries taken as a whole that complies with the terms of this Agreement, including Section 10.02 hereof; (xxii) Holdings and any Restricted Subsidiary may declare and pay Dividends to holders of any class or series of Qualified Preferred Stock issued by a Parent Company after the Closing Date; provided that (A) the Consolidated Fixed Charge Coverage Ratio at the time of the issuance of such Qualified Preferred Stock (calculated on a subsequent date Pro Forma Basis) is 2.00 to 1.00 or dates greater and (B) the aggregate amount of Dividends declared and paid pursuant to be determined this Section 10.03(xxii) does not exceed the net cash proceeds received by the board Parent Company and contributed to Holdings from any such sale of directors on Qualified Preferred Stock issued after the Closing Date and contributed to Holdings; and (xxiii) Holdings and any Restricted Subsidiary may pay Dividends in an aggregate amount not to exceed the greater of $79,500,000 and 25% of LTM Consolidated EBITDA (measured at the time of such Dividend), which may, at the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities election of the CorporationBorrower (and without duplication), be reallocated to make Investments pursuant to Section 10.05(xix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to any Parent Company pursuant to Section 10.05(vi) shall, to the extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to such Parent Company to the extent provided in said Section 10.05(vi). For purposes of determining compliance with this Section 10.03, if the payment of Dividends would be permitted pursuant to one or more provisions described above, the same. The holders Borrower, in its sole discretion, from time to time, may classify or reclassify or divide such payment of the Deferral Preferred Shares, Series-[·] shall not be entitled to Dividends (or any dividends other than or portion thereof) in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsmanner that complies with this Section 10.03.

Dividends. The holders of Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the Deferral Preferred Shares, Series-[·] following shall be entitled permitted: (a) any Subsidiary of Borrower may pay cash Dividends to receive Borrower or any Guarantor that is a Wholly Owned Subsidiary of Borrower; (b) payments to Holdings to permit Holdings, and the Corporation subsequent use of such payments by Holdings, to repurchase or redeem Qualified Capital Stock of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service or pay interest or principal in respect of Holdings Employee Notes; provided that the aggregate cash consideration paid for all such redemptions and payments shall pay thereonnot exceed, as and when declared by in any calendar year the board sum of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal 3.0 million (and up to 50% of such $3 million not used in any calendar year may be carried forward to the rate of interest payable by the Trust on the Trust Notes as of the Issue Datenext succeeding (but no other) calendar year), by plus (y) four; provided the amount of any Net Cash Proceeds received by or contributed to Borrower from the issuance and sale since the Issue Date of Qualified Capital Stock of Holdings to officers, directors or employees of Holdings or any of its Subsidiaries that if an event have not been used to make any repurchases, redemptions or payments under this clause (including a redemptionb), plus (z) shall occur the net cash proceeds of any "key-man" life insurance policies of Holdings, Borrower or any Subsidiary that results in accrued and unpaid dividends for a partial Dividend Period becoming payablehave not been used to make any repurchases, the dividend payable for any partial Dividend Periods shall be equal redemptions or payments under this clause (b); (A) to the product obtained extent actually used by multiplying the amount in (x) above Holdings or another direct or indirect parent company of Borrower to pay such taxes, costs and expenses, payments by a fraction, the numerator of which is the actual number of days attributable Borrower to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable Holdings in lawful money of the United States (less any tax an amount sufficient to pay franchise taxes and other fees required to be deductedmaintain the legal existence of Holdings or another direct or indirect parent corporation of Borrower and (B) payments by Borrower to or on behalf of Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordi- nary course of business of Holdings or another direct or indirect parent corporation of Borrower, in the case of clauses (A) and payment (B) in an aggregate amount not to exceed $750,000 in any calendar year; and (d) the making by Borrower of Dividends to Holdings constituting Permitted Tax Distributions, and the subsequent distribution by Holdings of all or a portion thereof shall satisfy such dividendsto the its direct or indirect equity holders.

Dividends. The holders Borrower will not, nor will it permit any of the Deferral Preferred Sharesits Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive and the Corporation shall pay thereonBorrower or any of its Subsidiaries, as and when declared by the board except that: (a) any Subsidiary of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: Borrower may (x) pay Dividends to Borrower or to any Wholly-Owned Subsidiary of Borrower and (y) if such Subsidiary is not a Wholly-Owned Subsidiary of Borrower, pay Dividends to its shareholders, partners or members generally so long as Borrower or its respective Subsidiary which owns the product obtained equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account that the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (b) Borrower may pay or make Dividends so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) calculations are made by multiplying $1,000 by a rate per annum equal Borrower with respect to the rate financial covenants contained in Sections 9.08, 9.09 and 9.10 for the respective Calculation Period (to the extent that such financial covenants are in effect for such Calculation Period) on Pro Forma Basis as if the respective Dividend (as well as all other Dividends theretofore paid or made after the first day of interest payable by the Trust such Calculation Period) had occurred on the Trust Notes first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with as of the Issue Datelast day of such Calculation Period, and (iii) in connection with the payment or making of cash Dividends, Borrower shall have delivered to Lender (with copies for Lender) a certificate executed by one of its Authorized Officers certifying compliance with the requirements of preceding clauses (yi) four; provided that if through (ii), inclusive, and containing the calculations (in reasonable detail) required by preceding clause (ii). (c) For purposes of compliance with this Section 9.03, unless an event (including a redemption) shall occur that results in accrued Event of Default has occurred and unpaid dividends for a partial Dividend Period becoming payableis continuing, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on Borrower may pay any Dividend Payment Date within 45 days after the dividend payable on date of declaration thereof, if at the date of declaration such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall payment would have sufficient monies properly applicable, under complied with the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthis Agreement.

Dividends. The holders Declare or make, directly or indirectly, any Dividend, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may pay Dividends to the Company, any Restricted Subsidiaries of the Deferral Company that are Guarantors and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Dividend is being made, or, in the case of the Company or any of its Restricted Subsidiaries which owns the Equity Interest in the Restricted Subsidiary paying such Dividends, at least its proportionate share thereof; (b) the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Company and each Restricted Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Company may redeem, repurchase or otherwise acquire for value outstanding shares of Company Common Stock (or options, warrants or other rights to acquire such Company Common Stock) following the death, disability, retirement or termination of employment of officers, directors or employees of the Company or any of its Restricted Subsidiaries, provided that (x) the aggregate amount of all such redemptions and repurchases pursuant to this Section 7.06(d) shall not exceed the greater of $5,000,000 and 1.50% of LTM Consolidated EBITDA (as of the date of the making of such Dividend) in any fiscal year of the Company (less the amount of any such redemption or repurchase effected by the forgiveness of Indebtedness owed to the Company by such officer, director or employee) and (y) at the time of any such redemption or repurchase permitted to be made pursuant to this Section 7.06(d), no Default or Event of Default shall then exist or result therefrom; (e) the Company may pay regularly scheduled Dividends on its Qualified Preferred SharesStock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock (but not in cash), Series-[·] shall be entitled provided that in lieu of issuing additional shares of such Qualified Preferred Stock as Dividends, the Company may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such Dividends have accrued; (f) the Company may acquire shares of its Equity Interests in connection with the exercise of stock options or warrants to receive the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants by way of cashless exercise; (g) the Company may make Dividends consisting of the issuance of equity rights convertible into Qualified Preferred Stock in connection with certain “anti-takeover” and the Corporation shall pay thereon, as and when declared “poison pill” arrangements approved by the board of directors out of the monies Company; (h) the Company may make Dividends to directors, officers and employees of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results Company and its Restricted Subsidiaries in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for connection with any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined incentive plans approved by the board of directors of the Company consisting of (i) shares of Company Common Stock (or options, warrants and other equity instruments in respect thereof), (ii) cash incentive bonuses, and (iii) stock appreciation rights or performance units, including any cash payments in connection therewith; (i) upon any conversion of any Permitted Convertible Notes at maturity into shares of Company Common Stock, the Borrower may make Dividends consisting of the exercise of the applicable Call Spread Option relating to such Permitted Convertible Notes; (j) [reserved]; (k) so long as no Event of Default then exists or would result therefrom, Dividends in an aggregate amount on which or after the Corporation shall Closing Date not to exceed, when taken together with the aggregate amount of prepayments, repayments, redemptions, repurchases or acquisitions of Indebtedness pursuant to Section 7.14(b) made on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date of the making of such Dividend); and (l) additional Dividends so long as the Payment Conditions are satisfied; (m) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have sufficient monies properly applicable, under complied with the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthis Agreement.

Dividends. The holders Borrowers will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Lead Borrower or to other Restricted Subsidiaries of Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Deferral Preferred SharesEquity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Lead Borrower may pay cash Dividends to receive Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Borrowers to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to Lead Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Lead Borrower, the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Lead Borrower or any of the Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Lead Borrower from members of management, officers, directors, employees of Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrowers may pay thereoncash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a Dividend by Holdings) to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to any Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and when declared by any other Parent Company shall cause the board amount of directors such expenses to be repaid to such Borrower or such Restricted Subsidiary out of the monies proceeds of such offering promptly if such offering is completed; (v) Borrowers may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a Dividend by Holdings) to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrowers may pay cash dividends or other distributions, or make loans or advances to any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which Holdings or any Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which Holdings or any other Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or the Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Lead Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Lead Borrower of all or substantially all of the Corporation properly applicable to the payment property and assets or business of dividendsany Person, on each Dividend Payment Dateor of assets constituting a business unit, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate line of interest payable by the Trust on the Trust Notes as business or division of such Person, or of all of the Issue Date, by (y) fourEquity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of Lead Borrower and its Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (C), (D) and (G) of this clause (vi) shall not exceed the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) in any fiscal year; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings or any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Lead Borrower and the Restricted Subsidiaries; (viii) Borrowers may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a redemptionDividend by Holdings) shall occur that results in accrued and unpaid dividends to any other Parent Company) for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial Dividend Period ownership or operation of Lead Borrower and the denominator Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend used (i) to fund the Transaction, including Transaction Costs, and (ii) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of which is 365, subject any amounts due and owing as provided for in each case the Acquisition Agreement; (x) Borrowers may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any applicable withholding tax. If other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date not to exceed, in any fiscal year, the greater of (x) 5% of such Parent Company’s market capitalization and (y) 6% of the net cash proceeds contributed to the capital of any Borrower from any such Initial Public Offering; (xiii) the Borrowers may pay any Dividend Payment so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividend; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Borrowers and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend); (xv) the declaration and payment of Dividends or the payment of other distributions by the Borrowers in an aggregate amount since the Closing Date not to exceed the dividend greater of $100,000,000 and 8.50% of Consolidated Total Assets (measured at the time of such Dividend); (xvi) Lead Borrower and its Restricted Subsidiaries may declare and make Dividend payments or other distributions payable on solely in the Equity Interests of such date is not paid Person so long as in full on all the case of the Deferral Preferred SharesDividend or other distribution by a Restricted Subsidiary, Series-[·] then issued and outstanding, Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) Lead Borrower may pay Dividends with the unpaid part thereof shall be paid on a subsequent date or dates cash proceeds contributed to be determined its common equity from the net cash proceeds of any equity issuance by the board any Parent Company, so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; and (xviii) Lead Borrower and its Restricted Subsidiaries may pay Dividends within 60 days after the date of declaration thereof, under if at the provisions date of any applicable law declaration of such payment, such payment would have complied with another provision of this Section 10.03. In determining compliance with this Section 10.03 (and under the provisions of any trust indenture securing bonds, debentures or other securities in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders (a) At any time that the Leverage Ratio equals or exceeds 6.00:1.00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the U.S. Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled U.S. Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out U.S. Borrower or to a Wholly-Owned Subsidiary of the monies U.S. Borrower; (ii) any non-Wholly-Owned Subsidiary of the Corporation properly applicable U.S. Borrower may pay cash Dividends to its shareholders, members or partners generally so long as the payment U.S. Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of dividendsequity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal to of the quotient obtained by dividing: various classes of equity interests in such Subsidiary); (iii) so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate no Specified Default or Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default then exists or would exist immediately after giving effect thereto and (y) four; provided that if an event (including HMC qualifies, or has taken all other actions necessary to qualify, as a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable“real estate investment trust” under the Code during any fiscal year of HMC, the dividend payable for any partial Dividend Periods shall U.S. Borrower may pay quarterly cash Dividends (which may be equal based on estimates) to HMC and all other holders of OP Units generally when and to the product obtained extent necessary for HMC to distribute, and HMC may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the greater of (I) the greatest of (A) 100% of Cash Available for Distribution for such fiscal year, (B) 100% of Taxable Income and (C) the minimum amount necessary for HMC to maintain its tax status as a real estate investment trust and to satisfy the distributions required to be made by multiplying Notice 88-19 under the amount in Code (or Treasury regulations issued pursuant thereto) by reason of HMC making the election provided for therein and (II) at any time when, based upon the financial statements delivered pursuant to Section 10.11(a) or (b) and the U.S. Borrower’s estimation of the results of the current fiscal quarter, the Consolidated Interest Coverage Ratio is greater than 2.00:1:00, 85% of the Adjusted Funds From Operations for the current fiscal year; (iv) so long as no Specified Default or Event of Default then exists or would result therefrom, the U.S. Borrower may pay cash Dividends to HMC so long as the proceeds therefrom are promptly used by HMC to pay (x) any Permitted Tax Payments at the time and to the extent actually due and payable (but without duplication of any tax payments permitted to be made pursuant to Section 11.11(a)(iii) above to satisfy the distribution required to be made by a fractionNotice 88-19 under the Code (or Treasury regulations issued pursuant thereto)) and (y) any general corporate and other overhead expenses and liabilities incurred by it to the extent not otherwise prohibited by this Agreement; (v) so long as no Specified Default or Event of Default then exists or would result therefrom, the numerator U.S. Borrower may pay cash Dividends to HMC in an aggregate amount not to exceed $10,000,000 for the Revolving Credit Period; and (vi) the U.S. Borrower may pay cash Dividends to HMC so long as HMC promptly thereafter uses the proceeds of which is such Dividends to repurchase shares of its capital stock and/or the actual number of days attributable to QUIPs and/or redeem the partial Dividend Period QUIPs Debt, and the denominator of which is 365Borrower may repurchase OP Units, subject in each case so long as (i) no Specified Default or Event of Default then exits or would result therefrom, (ii) the aggregate amount of all repurchases and redemptions made pursuant to this Section 11.11(a)(vi) in any applicable withholding tax. If on any Dividend Payment Date fiscal year of HMC does not exceed an amount equal to 1% of Adjusted Total Assets determined at the dividend payable on such date is not paid in full on all time of declaration of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or Dividend (with any unused Roll Forward Amount from one fiscal year increasing the unpaid part thereof shall amount available to be paid on as a Dividend under this Section 11.11(a)(vi) in subsequent date fiscal years). Dividends paid during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.11(a) (as applicable) for purposes of determining basket availability only. (b) At any time that the Leverage Ratio is less than 6.00:1.00, the U.S. Borrower and the Guarantors will not, and will not permit any of their Restricted Subsidiaries to, directly or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicableindirectly, authorize, declare, or pay any Dividends that would constitute a Restricted Payment that is prohibited under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsGoverning Senior Note Indenture.

Dividends. The holders Parent may pay dividends (or make any other distributions to its shareholders), buy-back its own common stock and/or make new material investments in any company, shares, common stock or enter into any kind of the Deferral Preferred Sharesnew forward contracts (including total return swaps), Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable only to the payment of dividendsextent that no Default is continuing or would result from the proposed transaction, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal and after giving effect to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch transaction, the dividend payable for Parent and its Subsidiaries are in compliance with the Financial Covenants set out in Clause 22 (Financial Covenants) of this Agreement. To the extent the Parent has issued preference capital, any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in mandatory yield (xinterest) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable payments on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] preference capital shall not be entitled treated as dividend (or other distribution to its shareholders) for the purpose of this Clause 23.14. If an Event of Default has occurred and is continuing, Seadrill ▇▇▇▇ and Seadrill Gulf ▇▇▇▇ may not pay dividends (or make any other distributions to its shareholders) or buy-back its own common stock. None of the Borrowers or Intra-Group Charterers shall incur, create or permit to subsist any Financial Indebtedness. The restrictions in paragraph (a) above do not apply to; Financial Indebtedness incurred pursuant to the Finance Documents; intercompany loans and advances on the conditions that the loans or advances are subordinated and unsecured in a form and substance satisfactory to the Agent; or Financial Indebtedness incurred by an Intra-Group Charterer by way of guarantees provided by such Intra-Group Charterer in relation to any dividends other than financing of a vessel or rig in excess the Group. For the avoidance of doubt, the cumulative preferential cash dividends hereinbefore providedrestrictions on Financial Indebtedness in Clause 23.15 (a) shall not apply to Seadrill Capricorn, unless it becomes or accedes to the position of a Borrower or an Intra-Group Charterer. Payment Each Obligor shall be (and shall procure that each Subsidiary will) procure that all transactions entered into with an Affiliate are made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) market terms and payment thereof shall satisfy such dividendsotherwise on arm’s length terms.

Dividends. The Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted: (a) Dividends by any Company to Borrower or any Guarantor that is a Wholly Owned Subsidiary of Borrower or, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, Dividends pro rata to the holders of such Subsidiary’s Equity Interests, taking into account the Deferral Preferred Sharesrelative preferences, Series-[·] shall be entitled if any, on the various classes of Equity Interests of such Subsidiary; (b) payments, dividends or distributions, directly or indirectly, to receive Holdings to permit Holdings, and the Corporation subsequent use of such payments by Holdings, to repurchase or redeem Qualified Capital Stock of Holdings or a direct or indirect parent of Holdings (including through the subsequent dividend or distribution directly or indirectly to such parent) held by active or former officers, directors, employees or consultants (or their transferees, estates or beneficiaries under their estates) of any Company or to make payment on promissory notes issued to pay the purchase price with respect to such repurchases or redemptions, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall pay thereonnot exceed, as and when declared by in any fiscal year, the board sum of directors out of the monies of the Corporation properly applicable (w) $3.0 million (plus any amount not used in any fiscal year may be carried forward to the payment of dividendsnext three succeeding fiscal years), on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: plus (x) the product obtained amount of any Net Cash Proceeds received by multiplying $1,000 by a rate per annum equal or contributed to Borrower from the rate issuance and sale since the issue date of interest payable by the Trust on the Trust Notes as Qualified Capital Stock of the Issue DateHoldings to officers, by directors or employees of Holdings or any Company that have not been used to make any repurchases, redemptions or payments under this clause (b), plus (y) four; provided the net cash proceeds of any “key-man” life insurance policies of any Company that if an event have not been used to make any repurchases, redemptions or payments under this clause (including b) plus (z) amounts that are contemporaneously repaid to Borrower or a redemptionSubsidiary in respect of loans made pursuant to Section 6.04(e); (A) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained extent actually used by multiplying the amount in (x) above Holdings or any direct or indirect parent of Holdings to pay such taxes, costs and expenses, payments, dividends or distributions, directly or indirectly, by a fraction, the numerator of which is the actual number of days attributable Borrower to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of Holdings (or its direct or indirect parents) in an amount sufficient to permit Holdings to pay (or to dividend to its direct or indirect parents to pay) franchise taxes and other fees required to maintain the Corporation payable legal existence of Holdings (and its direct and indirect parents) and (B) to the extent actually used by Holdings (or a direct or indirect parent) to pay such costs and expenses, payments, dividends or distributions, directly or indirectly, by Borrower to or on behalf of Holdings in lawful money an amount sufficient to pay (or dividend to its direct or indirect parents to pay) out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings (or its direct or indirect parents), in the case of clauses (A) and (B) in an aggregate amount not to exceed $1.0 million in any fiscal year; (d) Permitted Tax Distributions by Borrower to Holdings so long as Holdings (or to its direct or indirect parents) uses such distributions to pay the applicable taxes; (e) payments resulting from the cashless exercise of options and warrants on the Equity Interests of any Company permitted hereunder; (f) payment of the United States consideration in connection with the Acquisition and the Merger on the Closing Date; (less g) Holdings may make Restricted Payments with the Net Cash Proceeds of Excluded Issuances (to the extent any tax such proceeds are not otherwise contributed to (or required to be deductedcontributed to) Borrower); and (h) Holdings, Borrower and payment thereof shall satisfy each Subsidiary may declare and make Dividends payable solely in the Equity Interests (other than Disqualified Capital Stock not otherwise permitted by Section 7.01) of such dividendsPerson.

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted: (a) Dividends by any Subsidiary to Borrower or any other Subsidiary (and, in the case of Dividends by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the Deferral Preferred Sharesrelevant class of Equity Interests); (b) Any Company may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Capital Stock not otherwise permitted by Section 6.01) of such person; (c) payments to Intermediate Holdings to permit Intermediate Holdings to make payments to Pubco or any other direct or indirect parent entity of Intermediate Holdings, Series-[·] shall be entitled to receive and the Corporation subsequent use of such payments by Pubco or any other such direct or indirect parent of Intermediate Holdings, to repurchase or redeem Qualified Capital Stock of Intermediate Holdings or any other such direct or indirect parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service or pay interest in respect of Holdings Employee Notes and to pay withholding or similar tax payments that are expected to be payable in connection therewith; provided that the aggregate cash consideration paid for all such redemptions and payments of any kind or nature shall pay thereonnot exceed, as and when declared by in any fiscal year, the board sum of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal 1,500,000 (with unused amounts in any fiscal year being carried over to the rate of interest payable by the Trust on the Trust Notes as of the Issue Datenext succeeding fiscal year but not to any fiscal year thereafter), by plus (y) fourthe net cash proceeds of any “key-man” life insurance policies of any Company that have not been used to make any repurchases, redemptions or payments under this clause (c); provided provided, further, that if such amount may further be increased by an event amount not to exceed the amount of any Net Cash Proceeds received by or contributed to Borrower from the issuance and sale since the Closing Date of Qualified Capital Stock of Intermediate Holdings or any other direct or indirect parent of Intermediate Holdings to officers, directors or employees of any Company that have not been used to make any repurchases, redemptions or payments under this clause (including a redemptionc); (d) shall occur that results direct or indirect payments, Dividends or distributions to Intermediate Holdings in accrued an amount sufficient for Intermediate Holdings to pay, or to make Dividends or distributions to any direct or indirect parent of Intermediate Holdings to pay, (A) franchise taxes and unpaid dividends for a partial Dividend Period becoming payableother fees required to maintain the legal existence of Intermediate Holdings (and any direct or indirect parent thereof) and (B) out-of-pocket legal, accounting and filing costs and other expenses and obligations in the dividend payable for any partial Dividend Periods shall be equal ordinary course of business, or otherwise arising pursuant to arrangements related to the product obtained by multiplying IPO or in connection with the amount in IPO, of Intermediate Holdings (x) above by and any direct or indirect parent thereof), including overhead but excluding obligations payable to a fraction, the numerator of which is the actual number of days attributable party to the partial Dividend Period and the denominator of which is 365Tax Receivable Agreements pursuant to such Tax Receivable Agreements (but, subject in each case for clarity, Pubco may make payments to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, party pursuant to the payment Tax Receivable Agreements with amounts received directly or indirectly pursuant to the other clauses of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.this Section 6.07);

Dividends. The Declare, make or pay any Dividend Payments on any shares of any class of Equity Interests, either directly or indirectly, except that: (a) Subsidiaries of Holdco may pay Dividend Payments pro rata to the holders of their Equity Interests (giving effect to relative preferences and priorities); (b) each of Borrower, Holdco and any of its Subsidiaries may pay or make Dividend Payments or distributions to any holder of its Equity Interests in the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board form of directors out additional shares of Equity Interests of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) foursame class and type; provided that if an event in the case of Subsidiaries, such Dividend Payments or distributions are made to the holders of such Equity Interests on a pro rata basis; (including a redemptionc) Borrower may make Dividend Payments to Holdco so long as the proceeds thereof shall ultimately be used by Holdco (and Holdco shall be entitled) to repurchase shares of Equity Interests of Holdco or its parent companies owned by former, present or future employees, officers and directors of Holdco, Borrower or any Subsidiary or their assigns, estates and heirs; provided that the aggregate amount of Dividend Payments made by Borrower pursuant to this paragraph (c) shall occur not in the aggregate exceed the sum of (i) $20,000,000 during the term of this Agreement plus (ii) the amount of net cash proceeds received by or contributed to Borrower from the issuance and sale of Equity Interests of Holdco or Borrower, to officers, directors or employees of Holdco or any Subsidiary (it being understood that results the discharge of any Indebtedness owing from any officer, director or employee to Holdco or Borrower in accrued and unpaid dividends exchange for the redemption of Equity Interests owned by such officer, director or employee shall not constitute a partial Dividend Period becoming payablePayment) plus (iii) the proceeds of any key man life insurance policies; provided, however, that for the dividend payable avoidance of doubt, an “employee” shall include each person who would be so classified but for any partial Dividend Periods shall be equal such person’s holding an Equity Interest; (d) (i) to the product obtained extent actually used by multiplying the amount in (x) above by a fractionsuch parent to pay such taxes, the numerator of which is the actual number of days attributable costs and expenses, Holdco may make payments to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable its parent in lawful money of the United States (less any tax an amount sufficient to pay franchise taxes and other fees required to be deductedmaintain the legal existence of Holdco and (ii) Holdco may make payments to or on behalf of its parent in an amount sufficient to pay out-of-pocket legal, accounting and payment thereof shall satisfy filing costs and other expenses and liabilities in the nature of overhead in the ordinary course of business of such dividendsparent, in the case of clause (ii) in an aggregate amount not to exceed such $1,000,000 in any Fiscal Year; (i) Borrower may distribute amounts equal to Permitted Tax Distributions to Holdco, so long as Holdco uses funds therefrom to pay its taxes or applies such funds in accordance with the following clause (ii), and (ii) Holdco may make Permitted Tax Distributions to the holders of its Equity Interest; (f) to the extent constituting Dividend Payments, the transactions permitted by Section 6.12; and (g) provided no Event of Default is continuing or would result therefrom, Borrower may make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its Equity Interest in an aggregate amount not to exceed (x) $25,000,000, so long as the Total Leverage Ratio before and after giving effect to such Dividend Payment is less than or equal to 4.00 to 1.00 and (y) $50,000,000, so long as the Total Leverage Ratio before and after giving effect to such Dividend Payment is less than or equal to 3.00 to 1.00; and (h) provided no Event of Default is continuing or would result therefrom, Borrower may make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its Equity Interest in an aggregate amount not to exceed $5,000,000.

Dividends. The holders Borrowers will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Lead Borrower or to other Restricted Subsidiaries of Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Deferral Preferred SharesEquity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Lead Borrower may pay cash Dividends to receive Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Borrowers to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to Lead Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Lead Borrower, the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Lead Borrower or any of the Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Lead Borrower from members of management, officers, directors, employees of Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrowers may pay thereoncash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a Dividend by Holdings) to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to any Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and when declared by any other Parent Company shall cause the board amount of directors such expenses to be repaid to such Borrower or such Restricted Subsidiary out of the monies proceeds of such offering promptly if such offering is completed; (v) Borrowers may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a Dividend by Holdings) to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrowers may pay cash dividends or other distributions, or make loans or advances to any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which Holdings or any Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which Holdings or any other Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or the Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Lead Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Lead Borrower of all or substantially all of the Corporation properly applicable to the payment property and assets or business of dividendsany Person, on each Dividend Payment Dateor of assets constituting a business unit, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate line of interest payable by the Trust on the Trust Notes as business or division of such Person, or of all of the Issue Date, by (y) fourEquity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of Lead Borrower and its Restricted Subsidiaries; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings or any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Lead Borrower and the Restricted Subsidiaries; (viii) Borrowers may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid (including as a redemptionDividend by Holdings) shall occur that results in accrued and unpaid dividends to any other Parent Company) for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial Dividend Period ownership or operation of Lead Borrower and the denominator Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend used (i) to fund the Transaction, including Transaction Costs, and (ii) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of which is 365, subject any amounts due and owing as provided for in each case the Acquisition Agreement; (x) Borrowers may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any applicable withholding tax. If other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date not to exceed, in any fiscal year, the greater of (x) 5% of such Parent Company’s market capitalization and (y) 6% of the net cash proceeds contributed to the capital of any Borrower from any such Initial Public Offering; (xiii) the Borrowers may pay any Dividend Payment so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividend; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Borrowers and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend); (xv) the declaration and payment of Dividends or the payment of other distributions by the Borrowers in an aggregate amount since the Closing Date not to exceed the dividend greater of $100,000,000 and 8.50% of Consolidated Total Assets (measured at the time of such Dividend); (xvi) Lead Borrower and its Restricted Subsidiaries may declare and make Dividend payments or other distributions payable on solely in the Equity Interests of such date is not paid Person so long as in full on all the case of the Deferral Preferred SharesDividend or other distribution by a Restricted Subsidiary, Series-[·] then issued and outstanding, Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) Lead Borrower may pay Dividends with the unpaid part thereof shall be paid on a subsequent date or dates cash proceeds contributed to be determined its common equity from the net cash proceeds of any equity issuance by the board any Parent Company, so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; and (xviii) Lead Borrower and its Restricted Subsidiaries may pay Dividends within 60 days after the date of declaration thereof, under if at the provisions date of any applicable law declaration of such payment, such payment would have complied with another provision of this Section 10.03. In determining compliance with this Section 10.03 (and under the provisions of any trust indenture securing bonds, debentures or other securities in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) (A) any Wholly-Owned Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Parent may pay Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Parent or any Wholly-Owned Subsidiary of the monies Parent, (B) any Subsidiary Guarantor may pay Dividends to the Borrower or any other Subsidiary Guarantor and (C) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Corporation properly applicable Parent, such Subsidiary may pay Dividends to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests in the Subsidiary paying such Dividends receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests in the Subsidiary paying such cash Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); and (ii) so long as no Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests (or options to purchase such equity) theretofore held by its or any of dividendsits Subsidiaries’ employees, on each Dividend Payment Dateofficers or directors following the death, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate disability, retirement or termination of interest payable by the Trust on the Trust Notes as employment of employees, officers or directors of the Issue DateParent or any of its Subsidiaries, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal aggregate amount expended to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all so repurchase equity of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof Parent shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of not exceed $2,000,000 in any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities fiscal year of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsParent.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled directly or indirectly, authorize, declare or pay any Dividends with respect to receive the Borrower or any Restricted Subsidiary, except that: (i) any Restricted Subsidiary may pay Dividends to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary and the Corporation shall pay thereon, as and when declared by the board of directors out any Subsidiary of the monies Borrower that is not a Credit Party may pay Dividends to any Wholly-Owned Restricted Subsidiary; (ii) any Non-Wholly-Owned Restricted Subsidiary may pay Dividends to its shareholders, members or partners generally so long as the Borrower or a Restricted Subsidiary which owns the Equity Interests in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Corporation properly applicable Equity Interests in the Restricted Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary); (iii) the Borrower may redeem, repurchase or otherwise acquire for value, outstanding shares of its Qualified Equity Interests (or options or warrants to purchase its Qualified Equity Interests) following the payment death, disability or termination of dividendsemployment of officers, on each Dividend Payment Datedirectors or employees of the Borrower or any Restricted Subsidiary, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: provided that (x) the product obtained by multiplying aggregate amount of all Dividends paid or made pursuant to this clause (iii) shall not exceed $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as 10,000,000 in any fiscal year of the Issue Date, by Borrower and (y) four; at the time of any Dividend permitted to be made pursuant to this clause (iii), no Default or Event of Default shall then exist or would result therefrom; (iv) the Borrower may pay Dividends on its Qualified Equity Interests solely through the issuance of additional shares of Qualified Equity Interests of the Borrower (but not in cash), provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablelieu of issuing additional shares of Qualified Equity Interests as Dividends, the dividend payable for any partial Dividend Periods shall be equal to Borrower may increase the product obtained by multiplying liquidation preference of the amount shares of Qualified Equity Interests in (x) above by a fraction, the numerator respect of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-Dividends have accrued; (v) [·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-reserved]; and (vi) [·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsreserved].

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of a Borrower (i) may pay cash Dividends to such Borrower or any Wholly Owned Subsidiary of such Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of such Borrower, may pay cash Dividends to its shareholders generally so long as such Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] shall be entitled Borrowers may pay Dividends to receive Holdings for the purpose of enabling Holdings to, and Holdings may, repurchase outstanding shares of its common stock (or options to purchase such common stock) following the Corporation shall pay thereondeath, as and when declared by the board disability, retirement or termination of employment of employees, officers or directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourany Company; provided that if an event (i) all amounts used to effect such repurchases are obtained by Holdings from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of any Company or (ii) to the extent the proceeds used to effect any repurchase pursuant to this clause (ii) are not obtained as described in preceding clause (i), the aggregate amount of Dividends paid by Holdings to its stockholders pursuant to this paragraph (b) (exclusive of amounts paid as described pursuant to preceding clause (i)) shall not exceed $1.0 million in any fiscal year of Holdings; (c) Borrowers may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including legal and accounting expenses and similar expenses and customary fees to non-officer directors of Holdings); (d) Borrowers and Subsidiaries may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its income tax when and as due; and (e) On the Closing Date, D 56 may pay a redemption) shall occur that results cash Dividend in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or Acquisition Consideration to effect the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsAcquisition.

Dividends. The holders VHS Holdco I will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to VHS Holdco I or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower may pay Dividends to receive the Borrower or to a Wholly-Owned Subsidiary of the Borrower; (ii) VHS Holdco I may redeem or repurchase (and the Corporation Borrower and its Subsidiaries may declare and pay Dividends to VHS Holdco I, the proceeds of which are used to so redeem or repurchase) Equity Interests of VHS Holdco I (or any direct or indirect parent thereof) (including related stock appreciation rights or similar securities) from present or former officers, consultants, employees and directors (or their trusts or estates) of Vanguard or VHS Holdco I or any direct or indirect parent of VHS Holdco I, or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option plan, any employee stock ownership plan or any Shareholders’ Agreement, provided that the aggregate amount of all cash paid in respect of all such shares so redeemed or repurchased in any calendar year does not exceed the sum of (A) $15,000,000 plus (B) all amounts obtained by VHS Holdco I during such calendar year from the sale of such Equity Interests to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements, which, if not used in any calendar year, may be carried forward to any subsequent calendar year plus (C) all amounts obtained from any key-man life insurance policies recorded during such calendar year; (iii) so long as there shall exist no Default or Event of Default at the time of or immediately after giving effect thereto, VHS Holdco I may effect redemptions or repurchases (and the Borrower and its Subsidiaries may declare and pay thereonDividends to VHS Holdco I, the proceeds of which are used to effect such redemptions or repurchases) of its Equity Interests from any present or former officer, consultant, employee or director (or his or her trust or estate) of Vanguard or VHS Holdco I or any direct or indirect parent of VHS Holdco I, or any of its Subsidiaries upon the death, disability, retirement or termination of employment of such Person so long as the aggregate amount of such redemptions or repurchases does not exceed $35,000,000; (iv) so long as there shall exist no Default under Section 10A.01 or Event of Default (both before and after giving effect to the payment thereof) any non-Wholly-Owned Subsidiary of the Borrower may pay Dividends to its shareholders or partners generally in the form of cash, Cash Equivalents, common stock and preferred stock permitted to be issued pursuant to Section 9.12(b), so long as the Borrower or its respective Subsidiary which owns the Equity Interest or Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary); (A) VHS Holdco I may make, or may make Dividends to allow any direct or indirect parent to make, noncash repurchases of Equity Interests of VHS Holdco I or any direct or indirect parent, deemed to have occurred upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options and (B) VHS Holdco I may purchase, or may make Dividends to allow any direct or indirect parent to purchase, common Equity Interests of VHS Holdco I or any direct or indirect parent, at fair market value from officers, employees and directors of Vanguard, VHS Holdco I or any direct or indirect parent of VHS Holdco I, or any of their Subsidiaries to the extent necessary to cover the exercise price of options and income tax withholding, provided that the aggregate amount of cash paid in respect of all such shares so repurchased pursuant to this clause (B) in any calendar year does not, when declared added to the aggregate amount of all Dividends made in such calendar year pursuant to clauses (vi) and (vii) below, exceed $10,000,000; (vi) VHS Holdco I may make, or may make Dividends to any direct or indirect parent to make, cash payments to officers, employees and directors of Vanguard, VHS Holdco I or any direct or indirect parent of VHS Holdco I, or any of their Subsidiaries in respect of stock appreciation rights issued pursuant to a compensation plan approved by the board of directors out of VHS Holdco I or by the compensation committee thereof, provided that the aggregate amount of cash paid pursuant to this clause (vi) in any calendar year does not, when added to the aggregate amount of all Dividends made in such calendar year pursuant to clause (v)(B) above and clauses (vii) below, exceed $10,000,000; (vii) the Borrower and its Subsidiaries may purchase Equity Interests in their respective non-Wholly-Owned Subsidiaries, and non-Wholly-Owned Subsidiaries of the monies Borrower and Health Care Joint Ventures may repurchase their respective outstanding Equity Interests, provided that the aggregate amount of cash paid pursuant to all purchases and repurchases under this clause (vii) in any calendar year does not, when added to the Corporation properly applicable aggregate amount of Dividends made in such calendar year pursuant to clauses (v)(B) and (vi) above, exceed $10,000,000; (viii) the Borrower and VHS Holdco I may pay cash Dividends to VHS Holdco I or any direct or indirect parent so long as the proceeds thereof are promptly used by VHS Holdco I or such parent (w) to pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar overhead costs, expenses and tax liabilities (other than income taxes) of VHS Holdco I or, to the extent primarily attributable to the operations of VHS Holdco I and its Subsidiaries, of such parent, (x) to pay Dividends to VHS Holdings LLC for the payment of dividendscosts, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal expenses and tax liabilities (other than income taxes) incurred by VHS Holdings LLC that are of a similar nature as those described in preceding clause (w) and are primarily attributable to the quotient obtained operations of VHS Holdco I and its Subsidiaries, (y) to pay fees and expenses relating to any offering, investment or acquisition by dividing: VHS Holdco I or any of its Subsidiaries permitted hereunder (whether or not successful) and other fees and expenses incidental to the maintenance of the existence of VHS Holdco I or such parent (in each case to the extent primarily attributable to the operations of VHS Holdco I and its Subsidiaries) and the ownership by each of such entities of, as applicable, the Borrower, Vanguard and VHS Holdco I and Subsidiaries of VHS Holdco I and (z) to make payments permitted by Section 9.06 (other than clause (i) thereof); (ix) the Borrower may pay Dividends to VHS Holdco I which in turn may pay Dividends directly or indirectly to Vanguard for the purpose of enabling VHS Holdco I or Vanguard to pay federal and state income taxes imposed directly on (through an entity treated as a disregarded entity for applicable income tax purposes) or allocated to (through an entity treated as a partnership for applicable income tax purposes) VHS Holdco I or Vanguard or which are due and payable by VHS Holdco I or Vanguard as part of a consolidated group (or enabling Vanguard to pay Dividends to VHS Holdings LLC should such taxes be imposed directly on or allocated to VHS Holdings LLC), to the extent such taxes are attributable to the operations of VHS Holdco I and its Subsidiaries (or, in the case of Dividends from the Borrower, to the extent such taxes are attributable to the operations of the Borrower and its Subsidiaries), and so long as (x) such Dividends are only paid at the time that VHS Holdco I, Vanguard, or VHS Holdings LLC (as the case may be) is otherwise required to make such federal, state or local income tax payments (including estimated tax payments), (y) any refunds received by VHS Holdco I, Vanguard, or VHS Holdings LLC (as the case may be) in respect of such federal, state or local income tax obligations are promptly returned to the Borrower as an equity contribution or series of equity contributions and (z) the amount of such payments in respect of any tax year does not exceed the amount that VHS Holdco I and its Subsidiaries (or, in the case of Dividends from the Borrower, the Borrower and its Subsidiaries) would have been required to pay in respect of such federal or state income taxes (as the case may be) in respect of such year if VHS Holdco I and its Subsidiaries (or the Borrower and its Subsidiaries) paid taxes directly as a stand-alone taxpayer (or stand-alone group); (x) the product obtained Borrower may pay cash Dividends to VHS Holdco I so long as the proceeds thereof are promptly used by multiplying $1,000 by a rate per annum equal VHS Holdco I to make Dividends permitted pursuant to clause (iii), (v)(B), (vi) or (xiii) of this Section 9.03; (xi) VHS Holdco I may pay cash Dividends to any direct or indirect parent for the purposes of such parent making Dividends of the type described in clause (ii), (iii), (v)(B) and (vi) of this Section 9.03 with respect to officers, consultants, employees and directors of Vanguard to the rate extent same are primarily employed, appointed or engaged, as the case may be, in connection with the operations of interest payable by VHS Holdco I and its Subsidiaries; (xii) the Trust Borrower and VHS Holdco I may pay cash Dividends to effect the Distribution and the Refinancing; and (xiii) so long as no Default or Event of Default is then in existence or would arise therefrom, the Borrower and VHS Holdco I may pay cash Dividends not otherwise permitted in clauses (i) through (xii) above in an amount not to exceed $25,000,000 in the aggregate (or if the Adjusted Consolidated Net Leverage at such time determined on a Post-Test Period Pro Forma Basis is less than 5.0:1.0, $50,000,000 at any time) minus the Trust Notes amount applied to make prepayments of subordinated Indebtedness pursuant to Section 9.10(i) plus, (B) so long as the Adjusted Consolidated Leverage Ratio on a Post-Test Period Pro Forma Basis as of the Issue Date, by such date (yafter giving effect to such Dividends) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableis less than 4.5 to 1.0, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsCumulative Credit.

Dividends. The It will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or make distributions (other than dividends or distributions payable solely in its Equity Interests (other than Disqualified Equity Interests)) or return any capital to its equity holders or make any other distribution, payment or delivery of property or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any of its Equity Interests or Equity Interests of any direct or indirect parent thereof now or hereafter outstanding, or set aside any funds for any of the Deferral Preferred Sharesforegoing purposes, Series-[·] shall be entitled or permit any of its Subsidiaries to receive and the Corporation shall pay thereonpurchase or otherwise acquire for consideration any Equity Interests of KCMH, as and when declared by the board of directors out now or hereafter outstanding (all of the monies of the Corporation properly applicable to the payment of foregoing, “dividends”), on each Dividend Payment Date, fixed cumulative preferential cash provided that KCMH and any Subsidiary may pay dividends equal to the quotient obtained by dividing: if (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate immediately before and after paying such dividend, no (1) Default or (2) Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default shall have occurred and be continuing and (y) fourthe Debt to Equity Ratio is less than or equal to * to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as KCMH is in compliance with Section 6.03 after giving pro forma effect thereto: (i) it may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ii) it may pay dividends, the proceeds of which will be used to pay (or to pay dividends to allow any direct or indirect parent of KCMH to pay (including to the individual owners of any direct or indirect parent of KCMH)) the tax liability of such parent and the individual owners of any direct or indirect parent, determined at the highest rate combined federal, state and local income tax rate applicable to an individual resident in New York City, attributable to KCMH or its Subsidiaries determined as if KCMH and its Subsidiaries filed separately; (iii) it or any of its Subsidiaries may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; and (iv) any Subsidiary of KCMH may pay dividends to its direct parent; provided that if an event (including a redemption) shall occur that results in accrued and unpaid any such dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above are paid by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstandingnon-Wholly-Owned Subsidiary, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer ratably based on the equity holder’s interests therein (or by cheque any other amount more favorable to KCMH), provided further that if the proceeds of any outstanding Loans or on behalf Letters of Credit have been used for an Investment in such non-Wholly-Owned Subsidiary, any cash dividends paid to such parent shall be applied to prepay such Loans or cash collateralize such Letters of Credit if no Loans are outstanding, at the option of the Corporation payable in lawful money Administrative Agent, without application of Section 3.12 or at the end of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsnext Interest Period(s).

Dividends. The holders (a) At any time that the Leverage Ratio equals or exceeds 6.00:1.00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the U.S. Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled U.S. Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out U.S. Borrower or to a Wholly-Owned Subsidiary of the monies U.S. Borrower; (ii) any non-Wholly-Owned Subsidiary of the Corporation properly applicable U.S. Borrower may pay cash Dividends to its shareholders, members or partners generally so long as the payment U.S. Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of dividendsequity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal of the various classes of equity interests in such Subsidiary); provided, however, that this Section 11.11 shall not limit the redemption or repurchase of equity interests of a shareholder, member or partner of any non-Wholly-Owned Subsidiary of the U.S. Borrower if such redemption or repurchase is permitted pursuant to the quotient obtained by dividing: Section 11.10. (iii) so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate no Specified Default or Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default then exists or would exist immediately after giving effect thereto and (y) four; provided that if an event (including HHRI qualifies, or has taken all other actions necessary to qualify, as a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable“real estate investment trust” under the Code during any fiscal year of HHRI, the dividend payable for any partial Dividend Periods shall U.S. Borrower may pay quarterly cash Dividends (which may be equal based on estimates) to HHRI and all other holders of OP Units generally when and to the product obtained extent necessary for HHRI to distribute, and HHRI may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the greater of (I) the greatest of (A) 100% of Cash Available for Distribution for such fiscal year, (B) 100% of Taxable Income and (C) the minimum amount necessary for HHRI to maintain its tax status as a real estate investment trust and to satisfy the distributions required to be made by multiplying Notice 88-19 under the amount in Code (or Treasury regulations issued pursuant thereto) by reason of HHRI making the election provided for therein and (II) at any time when, based upon the financial statements delivered pursuant to Section 10.11(a) or (b) and the U.S. Borrower’s estimation of the results of the current fiscal quarter, the Consolidated Interest Coverage Ratio is greater than 2.00:1:00, 85% of the Adjusted Funds From Operations for the current fiscal year; (iv) so long as no Specified Default or Event of Default then exists or would result therefrom, the U.S. Borrower may pay cash Dividends to HHRI so long as the proceeds therefrom are promptly used by HHRI to pay (x) any Permitted Tax Payments at the time and to the extent actually due and payable (but without duplication of any tax payments permitted to be made pursuant to Section 11.11(a)(iii) above to satisfy the distribution required to be made by a fractionNotice 88-19 under the Code (or Treasury regulations issued pursuant thereto)) and (y) any general corporate and other overhead expenses and liabilities incurred by it to the extent not otherwise prohibited by this Agreement; (v) so long as no Specified Default or Event of Default then exists or would result therefrom, the numerator U.S. Borrower may pay cash Dividends to HHRI in an aggregate amount not to exceed $10,000,000 for the Revolving Credit Period; and (vi) the U.S. Borrower may pay cash Dividends to HHRI so long as HHRI promptly thereafter uses the proceeds of which is the actual number such Dividends to repurchase shares of days attributable to the partial Dividend Period its capital stock, and the denominator of which is 365Borrower may repurchase OP Units, subject in each case so long as (i) no Specified Default or Event of Default then exits or would result therefrom, (ii) the aggregate amount of all repurchases and redemptions made pursuant to this Section 11.11(a)(vi) in any applicable withholding tax. If on any Dividend Payment Date fiscal year of HHRI does not exceed an amount equal to 1% of Adjusted Total Assets determined at the dividend payable on such date is not paid in full on all time of declaration of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or Dividend (with any unused Roll Forward Amount from one fiscal year increasing the unpaid part thereof shall amount available to be paid on as a Dividend under this Section 11.11(a)(vi) in subsequent date fiscal years). Dividends paid during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.11(a) (as applicable) for purposes of determining basket availability only. (b) At any time that the Leverage Ratio is less than 6.00:1.00, the U.S. Borrower and the Guarantors will not, and will not permit any of their Restricted Subsidiaries to, directly or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicableindirectly, authorize, declare, or pay any Dividends that would constitute a Restricted Payment that is prohibited under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsGoverning Senior Note Indenture.

Dividends. The holders Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or pay any Dividends, except that: (a) each Restricted Subsidiary of Parent may make Restricted Payments to Parent and any Restricted Subsidiary of Parent; (b) any Non-Wholly-Owned Subsidiary of Parent may pay Dividends to its shareholders, members or partners generally, so long as Parent or its respective Restricted Subsidiary which owns the Equity Interest in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Deferral Preferred SharesEquity Interest in the Restricted Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled to receive and the Corporation shall pay thereonif any, as and when declared by the board of directors out of the monies various classes of Equity Interests of such Restricted Subsidiary); (c) Parent may (and may pay cash Dividends to any direct or indirect parent of Parent for the purpose of enabling any direct or indirect parent of Parent to) redeem, repurchase or otherwise acquire for value Equity Interests of Parent (or of such direct or indirect parent of Parent) following the death, disability, retirement or termination of employment of officers, directors or employees of Parent or any of its Restricted Subsidiaries, provided that the sum of the Corporation properly applicable aggregate amount of Dividends paid by Parent in reliance on this clause (c) shall not exceed $15,000,000 in any Fiscal Year (which shall increase to $20,000,000 subsequent to the payment consummation of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal an IPO) with unused amounts in any fiscal year being permitted to be carried over to the quotient obtained immediately succeeding fiscal year, plus any cash proceeds received by dividing: Parent or any of its Restricted Subsidiaries from key man life insurance policies; (d) Parent may pay cash Dividends to any direct or indirect parent of Parent at the times and in the amounts necessary to enable such direct or indirect parent of Parent to pay their respective tax obligations, to the extent attributable to the business of Parent and its Restricted Subsidiaries; provided that (x) the product obtained amount of cash Dividends paid by multiplying $1,000 Parent pursuant to this clause (d) to enable any direct or indirect parent of Parent to pay Federal and state income and franchise taxes at any time shall not exceed the amount of such Federal and state income and franchise taxes actually owing by a rate per annum equal to such direct or indirect parent of Parent at such time for the rate respective period as determined in good faith by such direct or indirect parent of interest payable by the Trust on the Trust Notes as of the Issue Date, by Parent and (y) fourthe proceeds of such Dividends shall be used by such direct or indirect parent of Parent for the purposes described above in this clause (d); (e) Parent may pay cash Dividends to any direct or indirect parent of Parent so long as the proceeds thereof are used by such direct or indirect parent of Parent solely to (i) pay operating expenses of such direct or indirect parent of Parent incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses in each case attributable to the ownership or operations of Parent and the Restricted Subsidiaries and (ii) pay cash Dividends to any direct or indirect parent of Parent for the purpose of paying (and so long as same are used to pay) operating expenses of such direct or indirect parent of Parent incurred in the ordinary course of business and other similar corporate overhead costs and expenses in each case attributable to the ownership or operations of Parent and the Restricted Subsidiaries; (f) the Borrower may pay Dividends to Holdings (or any direct or indirect parent company thereof) at the times and in amounts necessary to enable Parent (or any direct or indirect parent company thereof) to make payments due under the Tax Receivable Agreement (and Parent (or such direct or indirect parent company) shall be permitted to make such payments); (g) after an IPO, (i) any Dividend by Parent to pay listing fees and other costs and expenses payable by any direct or indirect parent of Parent that are attributable to being a publicly traded company and are reasonable and customary and (ii) additional Dividends in an aggregate amount in any Fiscal Year not to exceed an amount equal to 6.0% of the Market Capitalization; (h) Parent may, in lieu of making direct cash payments to Sponsor and its Affiliates or the Advance Shareholders as otherwise permitted by Sections 9.06(g), (h), (i), (j) and (k), pay Dividends (including to any direct or indirect parent of Parent) in order to make the payments permitted by such Sections; (i) if immediately before and immediately after giving effect to the respective Dividend, the First Lien Net Leverage Ratio for the Calculation Period most recently ended (calculated on a Pro Forma Basis) does not exceed 4.70:1.00, other Dividends in an aggregate amount not to exceed the Available Amount; provided that with respect to any Dividend made pursuant to this Section 9.03(i), no Event of Default has occurred and is continuing or would result therefrom; (j) other Dividends, so long as the aggregate amount of all Dividends made pursuant to this Section 9.03(j) does not exceed $75,000,000; (k) other Dividends so long as the Total Net Leverage Ratio for the Calculation Period most recently ended (calculated on a Pro Forma Basis) does not exceed 4.00:1.00; (l) Parent and each of its Restricted Subsidiaries may declare and make Dividends payable solely in the Equity Interests of such Person (other than Disqualified Equity Interests); (m) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if an event such Equity Interests represent a portion of the exercise price of such options or warrants; (n) repurchases of Equity Interests in Parent (or any direct or indirect parent thereof) or any Restricted Subsidiary of Parent deemed to occur upon exercise or vesting of stock options, warrants, or other Equity Interests if such Equity Interests (i) represent all or a portion of the exercise price of such options or warrants, or (ii) are surrendered in connection with satisfying any federal, state, local, or foreign income tax obligation (including a redemptionwithholding in respect thereof) shall occur that results incurred in accrued connection with such exercise or vesting; and (o) Parent or any Restricted Subsidiary of Parent may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for (ii) honor any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above conversion request by a fraction, the numerator holder of which is the actual number convertible Indebtedness and make cash payments in lieu of days attributable to the partial Dividend Period fractional shares in connection with any such conversion and the denominator of which is 365, subject may make payments on convertible Indebtedness in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsaccordance with its terms.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 75,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $120,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any period where Borrower or any of its Subsidiaries is a member of a consolidated, combined or similar income Tax group for U.S. federal and/or applicable state, local or foreign income or similar Tax purposes of which a direct or indirect parent of Borrower is the common parent or other applicable taxpayer, the portion of any U.S. federal, state, local and/or foreign income and similar Taxes (including any alternative minimum taxes) of such Tax group that is attributable to the taxable income of Borrower and/or its applicable Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries for such purpose, in amounts required to pay any such Taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereofClosing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, 6.0% of the net cash proceeds contributed to the capital of Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 3.10:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $60,000,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000 and 25.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates Pro Forma Basis, as of the last day of the most recently ended Test Period, the Consolidated First Lien Net Leverage Ratio does not exceed 2.10:1.00; (xx) [reserved]; (xxi) any payment that is intended to be determined by prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the board meaning of directors on which Section 163(i)(1) of the Corporation shall have sufficient monies properly applicable, under the provisions of Code; (xxii) [reserved]; and (xxiii) any applicable law and under the provisions of any trust indenture securing bonds, debentures Dividend or other securities distribution made with the net cash proceeds or other assets or property received from a disposition permitted pursuant to Section 10.02(xxix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to Holdings to the extent provided in said Section 10.05(vi). Notwithstanding anything to the contrary in this Section 10.03, Borrower and its Restricted Subsidiaries shall not, directly or indirectly, sell or otherwise transfer any Intellectual Property that is material to the operations of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled Borrower and its Subsidiaries taken as a whole to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsUnrestricted Subsidiary.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Lead Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared by the board of directors out in either case, exceed during any fiscal year of the monies of the Corporation properly applicable to the payment of dividendsLead Borrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to the rate 35,000,000 and 6.25% of interest payable by the Trust on the Trust Notes as Consolidated EBITDA of the Issue Date, by Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Lead Borrower or any direct or indirect parent of Lead Borrower, the greater of $55,000,000 and 10.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which Lead Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of Lead Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of Lead Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Lead Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Lead Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) payments under any domination and/or profit and loss pooling agreements; (D) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (G) the purchase or other acquisition by Holdings or any other Parent Company of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the product obtained Lead Borrower or any Restricted Subsidiary or (2) the merger or amalgamation (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (H) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of the Lead Borrower and its Restricted Subsidiaries; (vii) the Lead Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on the Lead Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of the Lead Borrower from any such Initial Public Offering and (y) 7.0% of the Lead Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) the Lead Borrower may pay any Dividends so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividends; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject in each case when added to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is aggregate amount of Investments pursuant to Section 10.05(xvii), shall not paid in full on all exceed the greater of $27,500,000 and 5.0% of Consolidated EBITDA of the Deferral Preferred SharesLead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, Series-[·] then issued declaration and outstandingpayment of Dividends or the payment of other distributions by the Lead Borrower in an aggregate amount since the Closing Date, not to exceed the greater of $250,000,000 and 50.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) the Lead Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the unpaid part thereof shall be paid on a subsequent date or dates Lead Borrower may authorize, declare and pay Dividends with the cash proceeds contributed to be determined its common equity (including from the net cash proceeds of any equity issuance by the board any Parent Company), so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; (xviii) the Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds (as defined in the provisions of Cash Flow Credit Agreement as in effect on the date hereof) promptly upon the receipt thereof; and (xx) any applicable law and under the provisions of payment that is intended to prevent any trust indenture securing bonds, debentures or other securities Indebtedness of the CorporationLead Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Fixed Charge Coverage Ratio”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Parent or any of its Subsidiaries, except that: (i) any Subsidiary of each Borrower may pay cash Dividends to such Borrower or to any Wholly-Owned Domestic Subsidiary of such Borrower and any Foreign Subsidiary of each Borrower also may pay cash Dividends to any Wholly-Owned Foreign Subsidiary of such Borrower; provided that no such Dividends shall be paid to 1623739 Alberta Ltd. (Alberta) or to 1623753 Alberta Ltd. (Alberta); (ii) provided that a Material Contract Termination Event shall not have occurred and be continuing, any direct Non-Wholly-Owned Subsidiary of each Borrower may pay cash Dividends to its shareholders, members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in such Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Deferral Preferred SharesEquity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] if any, of the various classes of Equity Interests of such Subsidiary); (iii) SAE, the Delaware Subsidiary Borrower and the Alaskan Subsidiary Borrower may pay cash Dividends to Parent, so long as the proceeds thereof are promptly used by Parent to pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses, provided that the aggregate amount of all cash Dividends paid pursuant to this clause (iii) shall not exceed $100,000 in any fiscal year of Parent; (iv) SAE, the Delaware Subsidiary Borrower and the Alaskan Subsidiary Borrower may pay cash Dividends to Parent at the times and in the amounts necessary to enable Parent to pay its tax obligations; provided that (x) the amount of cash Dividends paid pursuant to this clause (iv) to enable Parent to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by Parent at such time for the respective period and (y) any refunds received by Parent shall promptly be returned by Parent to SAE, the Delaware Subsidiary Borrower or the Alaskan Subsidiary Borrower, as applicable; (v) provided that a Material Contract Termination Event shall not have occurred and be continuing, SAE, the Delaware Subsidiary Borrower and the Alaskan Subsidiary Borrower may pay cash Dividends to Parent in an aggregate amount for all such Dividends not to exceed $500,000 (although no more than $250,000 of such Dividends may be paid in any fiscal year of Parent) for the purpose of enabling Parent to redeem, repurchase or otherwise acquire for value, and Parent may redeem, repurchase or otherwise acquire for value, outstanding shares of Parent Common Stock (or options or warrants to purchases Parent Common Stock) following the death, disability or termination of employment of officers, directors or employees of Parent or any of its Subsidiaries, provided that (x) the only consideration paid by Parent in respect of such redemptions or purchases shall be entitled cash and Shareholder Subordinated Notes, (y) the sum of (I) the aggregate amount paid by Parent in cash in respect of all such redemptions or purchases plus (II) the aggregate amount of all cash payments made on all Shareholder Subordinated Notes shall not exceed $500,000 in respect of all such redemptions, purchases and payments (although no more than $500,000 of such redemptions, purchases and payments may be made in any fiscal year of Parent) and (z) at the time of any cash Dividend, purchase or payment permitted to receive and be made pursuant to this Section 8.03(v), including any cash payment made under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (vi) Parent may pay regularly scheduled Dividends on its Qualified Preferred Stock pursuant to the Corporation shall pay thereonterms thereof solely through the issuance of additional shares of such Qualified Preferred Stock (but not in cash), provided that in lieu of issuing additional shares of such Qualified Preferred Stock as and when declared by Dividends, Parent may increase the board of directors out liquidation preference of the monies shares of Qualified Preferred Stock in respect of which such Dividends have accrued; (vii) SAE may pay regularly scheduled Dividends to Parent on its Qualified Preferred Stock pursuant to the terms thereof, provided that Parent must make an immediate corresponding cash contribution to SAE in the same amount as any such Dividend paid in cash; (viii) Parent may pay Dividends in an aggregate amount not to exceed 50% of the Corporation properly applicable Net Cash Proceeds of all issuances of Equity Interests by Parent (other than sales or issuances of Parent Common Stock to employees, officers and/or directors of Parent and its Subsidiaries (including as a result of the exercise of any options with respect thereto) following the Funding Date, provided that (a) all mandatory prepayments in respect of such issuance shall have been completed in accordance with Section 4.02, (b) no Default or Event of Default shall have occurred or could reasonably be expected to result from such Dividend, (c) no Material Contract Termination Event shall have occurred and be continuing and (d) the aggregate amount of cash and Cash Equivalents held by Parent and its Subsidiaries (without giving effect to the receipt of any such Net Cash Proceeds) immediately after giving effect to the payment of dividends, on each such Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to or greater than the product obtained aggregate amount of cash and Cash Equivalents held by multiplying the amount in Parent and its Subsidiaries (x) above by a fraction, the numerator of which is the actual number of days attributable without giving effect to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions receipt of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, such Net Cash Proceeds) immediately prior to the payment of the same. The holders such Dividend; (ix) Parent may pay a Dividend in an aggregate amount not to exceed $15,000,000 prior to December 31, 2012, provided that all of the Deferral Preferred Sharesproceeds of such Dividend are immediately applied by the recipients thereof to purchase Shareholder Subordinated Notes (which, Series-[·] for the avoidance of doubt, shall be issued on terms and conditions satisfactory to the Administrative Agent); and (x) provided that a Material Contract Termination Event shall not have occurred and be entitled continuing, SAE, the Delaware Subsidiary Borrower and the Alaskan Subsidiary Borrower may pay cash Dividends to any dividends other than or Parent in excess of an aggregate amount not to exceed $1,750,000; provided that (x) Parent must use such funds to make the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable loans and advances as set forth in lawful money of the United States (less any tax required to be deductedSection 8.05(xvi) and payment thereof (y) any repayment received by Parent shall satisfy such dividendspromptly be returned by Parent to SAE, the Delaware Subsidiary Borrower or the Alaskan Subsidiary Borrower, as applicable.

Dividends. The holders Prior to the Second Closing (as defined in the Investment Agreement)4, the Company shall not, and shall not permit any Subsidiary to, declare any dividends on any shares of any class of Capital Shares, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of any class of Capital Shares, or any warrants or options to purchase such Capital Shares, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Deferral Preferred SharesCompany or any of its Subsidiaries; except that: (a) Subsidiaries of the Company may pay dividends to the Company or to Domestic Subsidiaries of the Company which are directly or indirectly wholly owned by the Company (or, Series-[·] in case of Foreign Subsidiaries, to the Company or to Subsidiaries of the Company which are directly or indirectly wholly owned by the Company); (b) the Company and its Subsidiaries may pay or make dividends or distributions to any holder of its Capital Shares in the form of additional Capital Shares of the same class and type (provided that if any such Subsidiary has shareholders other than the Company or another wholly owned Subsidiary of the Company, such dividends or distributions shall be entitled paid to receive such Person on a pro rata basis or on a basis that is more favorable to the Company and its Subsidiaries than pro rata); (c) the Corporation shall pay thereon, as and when declared by the board of directors out Company may repurchase Capital Shares of the monies Company owned by retired or deceased employees of the Corporation properly applicable to the payment Company or any of dividendsits Subsidiaries or their assigns, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourestates and heirs; provided that if an event (including a redemptioni) the aggregate amount of such repurchases pursuant to this clause (c) shall occur that results not in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for aggregate exceed $3,000,000 during any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all fiscal year of the Deferral Preferred Shares, Series-[·] then issued Company and outstanding, (ii) no Event of Default has occurred and is continuing at the time of such dividend dividends or distributions or immediately after giving effect thereto; (d) the unpaid part thereof shall be paid on Company or its Subsidiaries may make non-cash repurchases of Capital Shares deemed to occur upon exercise of stock options if such Capital Shares represent a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities portion of the Corporation, to the payment exercise price of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.options; and

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of a Borrower (i) may pay cash Dividends to such Borrower or any Wholly Owned Subsidiary of such Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of such Borrower, may pay cash Dividends to its shareholders generally so long as such Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] shall be entitled Borrowers may pay Dividends to receive Holdings for the purpose of enabling Holdings to, and Holdings may, repurchase outstanding shares of its common stock (or options to purchase such common stock) following the Corporation shall pay thereondeath, as and when declared by the board disability, retirement or termination of employment of employees, officers or directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourany Company; provided that if an event (i) all amounts used to effect such repurchases are obtained by Holdings from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of any Company or (ii) to the extent the proceeds used to effect any repurchase pursuant to this clause (ii) are not obtained as described in preceding clause (i), the aggregate amount of Dividends paid by Holdings to its stockholders pursuant to this paragraph (b) (exclusive of amounts paid as described pursuant to preceding clause (i)) shall not exceed $1.0 million in any fiscal year of Holdings; (c) Borrowers may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including a redemptionlegal and accounting expenses and similar expenses and customary fees to non-officer directors of Holdings); and (d) shall occur that results in accrued Borrowers and unpaid dividends Subsidiaries may pay cash Dividends to Holdings for a partial Dividend Period becoming payablethe purpose of paying, the dividend payable for any partial Dividend Periods shall be equal so long as all proceeds thereof are promptly used by Holdings to the product obtained by multiplying the amount in (x) above by a fractionpay, the numerator of which is the actual number of days attributable to the partial Dividend Period its income tax when and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsas due.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled directly or indirectly, authorize, declare or pay any Dividends with respect to receive the Borrower or any Restricted Subsidiary, except that: (i) any Restricted Subsidiary may pay Dividends to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary and the Corporation shall pay thereon, as and when declared by the board of directors out any Subsidiary of the monies Borrower that is not a Credit Party may pay Dividends to any Wholly-Owned Restricted Subsidiary; (ii) any Non-Wholly-Owned Restricted Subsidiary may pay Dividends to its shareholders, members or partners generally so long as the Borrower or a Restricted Subsidiary which owns the Equity Interests in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Corporation properly applicable Equity Interests in the Restricted Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary); (iii) the Borrower may redeem, repurchase or otherwise acquire for value, outstanding shares of its Qualified Equity Interests (or options or warrants to purchase its Qualified Equity Interests) following the payment death, disability or termination of dividendsemployment of officers, on each Dividend Payment Datedirectors or employees of the Borrower or any Restricted Subsidiary, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: provided that (x) the product obtained by multiplying aggregate amount of all Dividends paid or made pursuant to this clause (iii) shall not exceed $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as 10,000,000 in any fiscal year of the Issue Date, by Borrower and (y) four; at the time of any Dividend permitted to be made pursuant to this clause (iii), no Default or Event of Default shall then exist or would result therefrom; (iv) the Borrower may pay Dividends on its Qualified Equity Interests solely through the issuance of additional shares of Qualified Equity Interests of the Borrower (but not in cash), provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablelieu of issuing additional shares of Qualified Equity Interests as Dividends, the dividend payable for any partial Dividend Periods shall be equal Borrower may increase the liquidation preference of the shares of Qualified Equity Interests in respect of which such Dividends have accrued; (v) to the product obtained by multiplying the amount in (x) above by extent constituting a fractionDividend, the numerator of which is Borrower and its Restricted Subsidiaries may consummate the actual number of days attributable Transactions; and (vi) to the partial Dividend Period and extent constituting a Dividend, the denominator making of which is 365any Dividends on or after the Closing Date as required by the Plan of Reorganization, subject in each case to the Confirmation Order or any applicable withholding tax. If on documents, instruments or agreements contemplated thereby, including any Dividend Payment Date in connection with (A) the dividend payable on such date is not paid in full on all conversion of the Deferral Convertible Preferred Shares, Series-[·] then issued Stock and outstanding, such dividend or (B) the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities exercise of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsClosing Date Warrants.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 35,000,00050,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $55,000,00080,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the Closing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of Borrower from any such Initial Public Offering and (y) 7.0% of Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.05:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $27,500,00040,000,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000400,000,000 and 50.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 4.30:1.00; (xx) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds; and (xxi) any payment that is intended to prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders of Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the Deferral Preferred Shares, Series-[·] following shall be entitled permitted: (a) Dividends by any Company to receive Borrower or any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Borrower (or, if such Subsidiary is not a Wholly Owned Subsidiary, Dividends made to such Subsidiary on a pro rata basis to the other equityholders of such Subsidiary); (b) payments to ALLETE under the Dividend Note; (c) provided that no Event of Default shall then exist and be continuing or would exist after giving effect thereto, cash Dividends not to exceed $35.0 million per year; (d) provided that no Event of Default shall then exist and be continuing or would exist after giving effect thereto, repurchases by Borrower of its capital stock for aggregate consideration not to exceed $130.0 million in the aggregate; (e) payments to Borrower to permit Borrower, and the Corporation subsequent use of such payments by Borrower, to repurchase or redeem Qualified Capital Stock (or options therefor) of Borrower held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service or as otherwise required by any stock option plan; provided that the aggregate cash consideration paid for all such redemptions and payments shall pay thereonnot exceed, as and when declared by in any fiscal year, the board sum of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal 5.0 million (and up to 50% of such $5.0 million not used in any fiscal year may be carried forward to the rate of interest payable by the Trust on the Trust Notes as of the Issue Datenext succeeding (but no other) fiscal year), by plus (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in of any Net Cash Proceeds received by or contributed to Borrower from the issuance and sale since the issue date of Qualified Capital Stock of Borrower to officers, directors or employees of any Company that have not been used to make any repurchases, redemptions or payments under this clause (xe), plus(z) above the net cash proceeds of any "key-man" life insurance policies of any Company that have not been used to make any repurchases, redemptions or payments under this clause (e); and (f) Dividends by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case any Non-Guarantor Subsidiary to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsNon-Guarantor Subsidiary.

Dividends. The Declare, make or pay any Dividend Payments on any shares of any class of Capital Stock, either directly or indirectly, except that: (a) Qualified Subsidiaries may pay Dividend Payments pro rata to the holders of their Capital Stock (giving effect to relative preferences and priorities); (b) Borrower and its Qualified Subsidiaries may pay or make Dividend Payments or distributions to any holder of its Capital Stock in the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board form of directors out additional shares of Capital Stock of the monies same class and type; (c) Borrower and Holdings may make Dividend Payments so long as the proceeds thereof shall ultimately be used by Parent to make repurchase shares of the Corporation properly applicable to the payment Capital Stock of dividendsParent owned by former, on each Dividend Payment Datepresent or future employees of Borrower or its Qualified Subsidiaries or their assigns, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourestates and heirs; provided that if an event the aggregate amount of Dividend Payments made by Borrower or Holdings pursuant to this paragraph (including a redemptionc) shall occur that results not in accrued the aggregate exceed (i) $1,000,000 in any fiscal year or (ii) $5,000,000 during the term of this Agreement, plus any amounts contributed to Borrower as a result of resales of such repurchased shares of Capital Stock; (d) so long as no Default or Event of Default exists and unpaid dividends for a partial is continuing at the time of such Dividend Period becoming payablePayments or distributions, not less than six months after the Closing Date, Holdings and Borrower may pay or make Dividend Payments or distributions to enable Holdings II to repay, in whole or in part, up to $30.0 million in aggregate principal amount of Redeemable Common Equity, plus interest thereon (or, in lieu of such interest and without duplication, the dividend payable for aggregate outstanding amount of any partial line of credit linked to and representing the fees and interest rollup component of the Redeemable Common Equity); provided that the aggregate amount of such Dividend Periods Payments or distributions shall be not exceed the Retained Amount; provided further that if on a Pro Forma Basis after giving effect to such Dividend Payments or distributions the Total Leverage Ratio is less than or equal to 5.00 to 1.00, then such Dividend Payments or distributions may exceed the product obtained by multiplying Retained Amount so long as, after giving effect to such Dividend Payments or distributions, the amount of the Available Revolving Credit Commitments is not less than $15,000,000; provided further that on a Pro Forma Basis after giving effect to such Dividend Payments or distributions, Holdings would be in compliance with subsections 8.9(A) and (xB); (e) above by a fractionHoldings and its Subsidiaries may pay or make Dividend Payments or distributions to one or more indirect parent companies to enable them to pay expenses incurred in the ordinary course of business; provided the aggregate amount of all Dividend Payments or distributions made pursuant to this subsection 8.11(e) shall not exceed $1,000,000 in any fiscal year; (f) Borrower may pay or make Dividend Payments or distributions to Holdings to enable Holdings to make interest payments on Holdings High Yield Notes and, following the fifth anniversary of the issue date thereof, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365Senior Discount Notes, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid as required; provided that on a subsequent date Pro Forma Basis after giving effect to such Dividend Payments or dates to distributions, Holdings would, in each case, be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deductedcompliance with subsections 8.9(A) and payment thereof shall satisfy (B); provided, further, that, in each case, no Default or Event of Default exists and is continuing at the time of such dividendsDividend Payments or distributions; (g) Borrower may pay or make payments of Merger Consideration (as defined in the Merger Agreement); and (h) Borrower may make or pay Dividend Payments to Holdings to enable Holdings to (i) pay its consolidated, combined or unitary Taxes or (ii) to make or pay Dividend Payments to Holdings II to enable Holdings II to pay its consolidated, combined or unitary Taxes.

Dividends. The (a) It is agreed that (i) the Parties shall take such actions as are necessary to ensure that the timing of any regular quarterly dividend paid to common stockholders by either the Company or Parent prior to the Closing will be coordinated so that, if either the holders of Company Common Shares or the Deferral Preferred holders of Parent Common Stock receive a distribution for a particular calendar quarter prior to the Closing Date, then the holders of Parent Common Stock and the holders of Company Common Shares, Series-[·] respectively, shall also receive a distribution for such calendar quarter prior to the Closing Date and (ii) the Parties will coordinate such that any such quarterly distribution by the Company and Parent shall have the same record date and the same payment date, which shall be consistent with Parent’s historical record dates and payment dates unless otherwise agreed between the Parties, in order to ensure that the shareholders of the Company and the common stockholders of Parent receive the same number of such dividends prior to the Effective Time (provided that the amount of any such quarterly dividend declared by the Company must be consistent with Section 4.1(b)(iv) and the amount of any such quarterly dividend declared by Parent must be consistent with Section 4.2(b)(iv)). For the avoidance of doubt, Parent shall be permitted to declare and pay dividends in respect of shares of Parent’s 5.125% Class L Cumulative Redeemable Preferred Stock and shares of Parent’s 5.25% Class M Cumulative Redeemable Preferred Stock, in each case pursuant to the terms thereof. (b) If the Company (in consultation with Parent) determines that it is necessary to declare a Special Company Distribution in accordance with Section 4.1(b)(iv), the Company shall notify Parent in writing at least 10 Business Days prior to the Company Shareholders Meeting and the Parent Stockholders Meeting, and the Merger Consideration shall be decreased by an amount equal to such Special Company Distribution, which shall be effected by reducing the Cash Consideration by an amount equal to the per share amount of the Special Company Distribution (it being understood that if the amount of the Special Company Distribution exceeds the amount of the Cash Consideration, the Stock Consideration shall also be appropriately reduced to reflect the full effect of the portion of the Special Company Distribution that exceeds the amount of the Cash Consideration). The record date and payment date for any dividend payable pursuant to this Section 5.11(b) shall be the close of business on the last Business Day prior to the Closing Date. (c) If Parent (in consultation with the Company) determines that it is necessary to declare a Special Parent Distribution in accordance with Section 4.2(b)(iv), Parent shall notify the Company in writing at least 10 Business Days prior to the Company Shareholders Meeting and the Parent Stockholders Meeting, and the Company shall be entitled to declare a dividend per share payable to holders of Company Common Shares, in an amount per share equal to the product of (i) the Special Parent Distribution declared by Parent with respect to each share of Parent Common Stock and (ii) the Exchange Ratio. The record date and payment date for any dividend payable pursuant to this Section 5.11(c) shall be the close of business on the last Business Day prior to the Closing Date. (d) In the event that a dividend or other distribution with respect to the Company Common Shares permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of Company Common Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates other distribution pursuant to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsaccordance with Section 2.2.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Lead Borrower or to other Restricted Subsidiaries of Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Lead Borrower may pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to Lead Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Lead Borrower, the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Lead Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Lead Borrower from members of management, officers, directors, employees of Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Lead Borrower may pay thereoncash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and when declared by any other Parent Company shall cause the board amount of directors such expenses to be repaid to Lead Borrower or the relevant Restricted Subsidiary of Lead Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Lead Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which any Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which Holdings or any other Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or the Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Lead Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Lead Borrower of all or substantially all of the Corporation properly applicable to the payment property and assets or business of dividendsany Person, on each Dividend Payment Dateor of assets constituting a business unit, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate line of interest payable by the Trust on the Trust Notes as business or division of such Person, or of all of the Issue Date, by (y) fourEquity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Lead Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by multiplying any Parent Company directly attributable to the amount operations of Lead Borrower and its Restricted Subsidiaries; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Lead Borrower and its Restricted Subsidiaries; (viii) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (i) to fund the Transaction, including Transaction Costs, and (ii) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Lead Borrower may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the greater of (x) 5% of such Parent Company’s market capitalization and (y) 6% of the net cash proceeds contributed to the capital of Lead Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.20:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $11,250,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend); (xv) the declaration and payment of Dividends or the payment of other distributions by Lead Borrower in an aggregate amount since the Closing Date not to exceed the greater of $100,000,000 and 8.50% of Consolidated Total Assets (measured at the time of such Dividend); (xvi) Lead Borrower and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Lead Borrower may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xviii) Lead Borrower and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; and (xix) any Dividends, so long as on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 3.70:1.00. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of a Borrower (i) may pay cash Dividends to a Borrower or any Wholly Owned Subsidiary of a Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of a Borrower, may pay cash Dividends to its shareholders generally so long as the Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] BearingPoint may repurchase outstanding shares of its common stock (or options to purchase such common stock) following the death, disability, retirement or termination of employment of employees, officers or directors of any Company; provided that (i) all amounts used to effect such repurchases are obtained by BearingPoint from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of any Company or (ii) to the extent the proceeds used to effect any repurchase pursuant to this clause (ii) are not obtained as described in preceding clause (i), (x) Borrowing Availability for the 60 days prior to the date that any such Dividend is paid shall be entitled not less than $25.0 million, (y) projected Borrowing Availability for the 60 days after the date that any such Dividend is paid shall be not less than $25.0 million based on projections presented by BearingPoint to receive the Administrative Agent and reasonably satisfactory to the Corporation Administrative Agent and (z) the aggregate amount of Dividends paid by BearingPoint pursuant to this paragraph (b) (exclusive of amounts paid as described pursuant to preceding clause (i)) shall not exceed $1.0 million in any fiscal year of BearingPoint; (c) so long as no Default exists or would result therefrom, BearingPoint may pay thereonDividends, in an amount not to exceed during any fiscal year, $5.0 million less any amounts paid during such fiscal year pursuant to Section 6.06(e), pursuant to and in accordance with stock option plans or other benefit plans or arrangements for directors, officers or employees of BearingPoint or its Subsidiaries; (d) so long as and when declared by no Default exists or would result therefrom, BearingPoint may repurchase its capital stock upon exercise of options or warrants solely to the board extent that shares of directors out such capital stock represent a portion of the monies exercise price of such options or warrants and no cash is tendered or paid by BearingPoint in connection therewith; (e) so long as no Default exists or would result therefrom, BearingPoint may make cash payments, in an amount not to exceed during any fiscal year, $5.0 million less any amounts paid during such fiscal year pursuant to Section 6.06(c), in lieu of the Corporation properly applicable issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of BearingPoint; (f) (i) after such time as the Foreign Cash Repatriation shall have occurred, (ii) after such time as BearingPoint shall have made the Satisfactory Public Filings other than its Form 10-Q filing for the quarter ended September 30, 2005, (iii) after the Closing Date and prior to January 1, 2006, (iv) so long as no Default exists or would result therefrom, and (v) as long as Consolidated EBITDA for the month of July 2005 is equal to at least $13.4 million and Consolidated EBITDA for the month of August 2005 is equal to at least $31.5 million (in each case, such calculation of Consolidated EBITDA to be certified by delivery of an Officer’s Certificate to the payment of dividendsAdministrative Agent with such accompanying detail as to such calculation as the Administrative Agent shall reasonably request), on each Dividend Payment DateBearingPoint may make cash payments after the Closing Date and prior to January 1, fixed cumulative preferential cash dividends equal 2006 to the quotient obtained by dividing: repurchase its capital stock or to repurchase and retire outstanding Indebtedness in an amount not to exceed (x) the product obtained by multiplying lower of (A) $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as 5.0 million and (B) 50% of the Issue Dateamount of cash in excess of $65.0 million that has been repatriated by Foreign Subsidiaries to deposit accounts subject to a Deposit Account Control Agreement of BearingPoint in the United States after the Closing Date and prior to January 1, by 2006, less (y) fourthe amount of Indebtedness which is incurred by Foreign Subsidiaries from the Loan Parties pursuant to Section 6.01(f)(iv), less (z) the amount of equity Investments made by the Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(ii); provided that if an event and (including a redemptiong) (i) after such time as the Foreign Cash Repatriation shall occur that results in accrued have occurred, (ii) after such time as BearingPoint shall have made the Satisfactory Public Filings, (iii) after December 31, 2005, (iv) so long as no Default exists or would result therefrom, and unpaid dividends (v) as long as the Consolidated Fixed Charge Coverage Ratio for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods BearingPoint shall be equal greater than 1.25 to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case 1.0 as to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Sharespayment made prior to September 1, Series-[·] then issued 2006, and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates greater than 1.50 to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled 1.0 as to any dividends other than payment made on or after September 1, 2006, both before giving effect thereto and pro forma after giving effect thereto, BearingPoint may make cash payments in excess an aggregate amount not to exceed $35,000,000 during the term of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer this Agreement to repurchase its capital stock or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) repurchase and payment thereof shall satisfy such dividendsretire outstanding Indebtedness.

Dividends. The holders At any time that the Leverage Ratio equals or exceeds 6.00:1.00, the Company will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Company or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Company may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Company or to a Wholly-Owned Subsidiary of the monies Company; (ii) any non-Wholly-Owned Subsidiary of the Corporation properly applicable Company may pay cash Dividends to its shareholders, members or partners generally so long as the payment Company or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of dividendsequity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal of the various classes of equity interests in such Subsidiary); provided, however, that this Section 7.11 shall not limit the redemption or repurchase of equity interests of a shareholder, member or partner of any non-Wholly-Owned Subsidiary of the Company if such redemption or repurchase is permitted pursuant to the quotient obtained by dividing: Section 7.10; (iii) so long as (x) no Specified Default or Event of Default then exists or would exist immediately after giving effect thereto and (y) HHRI qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the product obtained by multiplying $1,000 by a rate per annum equal Code during any calendar year of HHRI, the Company may pay quarterly cash Dividends (which may be based on estimates) to HHRI and all other holders of OP Units generally when and to the rate extent necessary for HHRI to distribute, and HHRI may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the greater of interest payable (I) the greatest of (A) 100% of Cash Available for Distribution for such fiscal year, (B) 100% of Taxable Income, (C) the minimum amount reasonably estimated by the Trust on Company to be necessary for HHRI to maintain its tax status as a real estate investment trust (including the Trust Notes right but not the obligation to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code and to satisfy the distributions required to be made pursuant to Treasury regulations issued under Section 337(d) of the Code by reason of HHRI making the election provided for therein, or, without duplication, to avoid income tax (unless HHRI decides to retain its net long-term capital gains) or excise tax under the Code or other state or local tax laws and regulations; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Code and (II) at any time when, based upon the financial statements delivered pursuant to Section 6.11(a) or (b) and the Company’s estimation of the results of the current fiscal quarter, the Consolidated Interest Coverage Ratio is greater than 2.00:1:00 for any Test Period (determined as if such Test Period ended as of the Issue Datelast day of such current fiscal quarter), 85% of the Adjusted Funds From Operations for the current fiscal year; provided, however, that notwithstanding the existence of an Event of Default or the occurrence of an Event of Default immediately after giving effect thereto, the amounts described in clause (C) above may be paid so long as no Event of Default under Section 8.01(a) or Section 8.01(f) then exists or would exist immediately after giving effect thereto; (iv) the Company may pay cash Dividends to HHRI so long as the proceeds therefrom are promptly used by HHRI to pay (x) any Permitted Tax Payments at the time and to the extent actually due and payable (but without duplication of any tax payments permitted to be made pursuant to Section 7.11(a)(iii) above to satisfy the distribution required to be made pursuant to Treasury regulations issued under Section 337(d) of the Code) and (y) fourany general corporate and other overhead expenses and liabilities incurred by it to the extent not otherwise prohibited by this Agreement; (v) so long as no Specified Default or Event of Default then exists or would result therefrom, the Company may pay cash Dividends to HHRI in an aggregate amount not to exceed $10,000,000 for the Availability Period; (vi) the Company may pay cash Dividends to HHRI so long as HHRI promptly thereafter uses the proceeds of such Dividends to repurchase shares of its capital stock, and the Company may repurchase OP Units, in each case so long as (x) no Specified Default or Event of Default then exits or would result therefrom, (y) the aggregate amount of all repurchases and redemptions made pursuant to this Section 7.11(a)(vi) in any fiscal year of HHRI does not exceed an amount equal to 1% of Adjusted Total Assets determined at the time of declaration of the Dividend (with any unused Roll Forward Amount from one fiscal year increasing the amount available to be paid as a Dividend under this Section 7.11(a)(vi) in subsequent fiscal years); and (vii) so long as no Event of Default exists or would exist immediately after giving effect thereto, pay cash Dividends to holders of Qualified Preferred Stock issued after February 9, 2021, or to HHRI so long as the proceeds therefrom are promptly used by HHRI to pay cash Dividends to holders of Qualified Preferred Stock issued after February 9, 2021; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not aggregate Dividends paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates cash to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral such Qualified Preferred Shares, Series-[·] Stock pursuant to this clause (a)(vii) during any calendar year shall not exceed $50,000,000 per annum. Dividends paid during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be entitled to any dividends other than or counted against the baskets provided for in excess this Section 7.11 (as applicable) for purposes of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsdetermining basket availability only.

Dividends. The It will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or make distributions (other than dividends or distributions payable solely in its Equity Interests (other than Disqualified Equity Interests)) or return any capital to its equity holders or make any other distribution, payment or delivery of property or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any of its Equity Interests or Equity Interests of any direct or indirect parent thereof now or hereafter outstanding, or set aside any funds for any of the Deferral Preferred Sharesforegoing purposes, Series-[·] shall be entitled or permit any of its Subsidiaries to receive and the Corporation shall pay thereonpurchase or otherwise acquire for consideration any Equity Interests of KCMH, as and when declared by the board of directors out now or hereafter outstanding (all of the monies of the Corporation properly applicable to the payment of foregoing, “dividends”), on each Dividend Payment Date, fixed cumulative preferential cash provided that KCMH and any Subsidiary may pay dividends equal to the quotient obtained by dividing: if (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate immediately before and after paying such dividend, no (1) Default or (2) Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default shall have occurred and be continuing and (y) fourthe Debt to Equity Ratio is less than or equal to [**] to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as KCMH is in compliance with Section 6.03 after giving pro forma effect thereto: (i) it may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ii) it may pay dividends, the proceeds of which will be used to pay (or to pay dividends to allow any direct or indirect parent of KCMH to pay (including to the individual owners of any direct or indirect parent of KCMH)) the tax liability of such parent and the individual owners of any direct or indirect parent, determined at the highest rate combined federal, state and local income tax rate applicable to an individual resident in New York City, attributable to KCMH or its Subsidiaries determined as if KCMH and its Subsidiaries filed separately; (iii) it or any of its Subsidiaries may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; and (iv) any Subsidiary of KCMH may pay dividends to its direct parent; provided that if an event (including a redemption) shall occur that results in accrued and unpaid any such dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above are paid by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstandingnon-Wholly-Owned Subsidiary, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer ratably based on the equity holder’s interests therein (or by cheque any other amount more favorable to KCMH), provided further that if the proceeds of any outstanding Loans or on behalf Letters of Credit have been used for an Investment in such non-Wholly-Owned Subsidiary, any cash dividends paid to such parent shall be applied to prepay such Loans or cash collateralize such Letters of Credit if no Loans are outstanding, at the option of the Corporation payable in lawful money Administrative Agent, without application of Section 3.12 or at the end of the United States next Interest Period(s). [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (less any tax required i) not material and (ii) would likely cause competitive harm to be deducted) and payment thereof shall satisfy such dividendsthe registrant if publicly disclosed.

Dividends. The holders U.S. Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the U.S. Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled U.S. Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out U.S. Borrower or to any Wholly-Owned Domestic Subsidiary of the monies U.S. Borrower and any Subsidiary of any Canadian Borrower may pay cash Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the Corporation properly applicable U.S. Borrower; (ii) any Non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders, members or partners generally, so long as the payment U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of dividendsthe Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) the U.S. Borrower and any of its Subsidiaries may pay cash Dividends in an amount not to exceed the Cumulative Retained Excess Cash Flow Amount as in effect immediately before the respective Dividend so long as no Default or Event of Default exists or would result therefrom; (iv) the U.S. Borrower may pay cash Dividends on the U.S. Borrower Common Stock at the end of each Dividend Payment Date, fixed cumulative preferential cash dividends equal Fiscal Quarter in an aggregate amount not to the quotient obtained by dividing: exceed (x) if the product obtained by multiplying Senior Secured Leverage Ratio is greater than 4.50:1.00 for the Test Period most recently ended for which financial statements have been delivered to the Lenders pursuant to Section 9.01(a) or (b), as applicable, the lesser of (I) $1,000 by 0.01 per each share of the U.S. Borrower’s Common Stock issued and outstanding at such time and (II) $35,000,000 less the aggregate amount of cash Dividends paid pursuant to this Section 10.03(iv) during the Fiscal Year of which such Fiscal Quarter is a rate per annum part and (y) if the Senior Secured Leverage Ratio is less than or equal to 4.50:1.00 for the rate Test Period most recently ended for which financial statements have been delivered to the Lenders pursuant to Section 9.01(a) or (b), as applicable, $35,000,000 less the aggregate amount of interest payable by cash Dividends paid pursuant to this Section 10.03(iv) during the Trust Fiscal Year of which such Fiscal Quarter is a part; provided that, in each case, no Default or Event of Default then exists or would result therefrom; (v) any Canadian Borrower or any Subsidiary of any Canadian Borrower may pay Dividends to the U.S. Borrower as are necessary to reimburse the U.S. Borrower or any of its Subsidiaries for expenses directly attributable to a Canadian Borrower or any of its respective Subsidiaries; (vi) the Dividends listed on Schedule 10.03(vi); and (vii) the Trust Notes U.S. Borrower and any of its Subsidiaries may pay Dividends not otherwise permitted hereto in an aggregate amount not to exceed $20,000,000; provided that (x) no Default or Event of Default then exists or would result therefrom, and (y) the U.S. Borrower is in compliance with the financial covenant set forth in Section 10.08 (whether or not then in effect), determined on a Pro Forma Basis as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all last day of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsCalculation Period most recently ended.

Dividends. The holders Holdings will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred SharesTerm Borrower may pay cash Dividends to the Term Borrower or to any Wholly-Owned Domestic Subsidiary of the Term Borrower and any Foreign Subsidiary of the Term Borrower also may pay cash Dividends to the Term Borrower, Series-[·] any Subsidiary Guarantor or any Wholly-Owned Foreign Subsidiary of the Term Borrower; (ii) the Term Borrower may pay cash Dividends to Holdings, and Holdings may pay cash Dividends to its direct or indirect parent, , including the Sponsor or Affiliates of Sponsor, so long as the proceeds thereof are promptly used by Holdings or Holdings’ direct or indirect parent, including the Sponsor or Affiliates of Sponsor, to pay operating expenses incurred in the Ordinary Course of Business (including, without limitation, outside directors and professional fees, expenses and indemnities, and any franchise and other taxes necessary to maintain Holdings corporate existence) and other similar corporate overhead costs and expenses, provided that the aggregate amount of all cash Dividends paid pursuant to this clause (ii) shall be entitled not exceed $500,000 in any fiscal year of Holdings; (iii) if the Term Borrower is a member of a consolidated, combined or similar income tax group and is classified as a corporation for federal income tax purposes, the Term Borrower may pay cash Dividends to receive Holdings (or any other Person that is the parent of a consolidated, combined or similar income tax group of which the Term Borrower is a member) at the times and in the Corporation amounts necessary to pay the portion of any consolidated, combined or similar income tax liability attributable to the income of the Term Borrower or its Subsidiaries; provided that (x) the amount of cash Dividends paid pursuant to this clause (iii) at any time shall pay thereon, not exceed the tax liability that would have been imposed on the Term Borrower and/or the applicable Subsidiaries had such entity(ies) filed on a stand-alone basis at such time for the respective period and Holdings had been classified as a corporation for federal income tax purposes and when declared (y) any refunds of such taxes received by the board applicable taxpayer shall promptly be returned by such taxpayer to the Term Borrower; (iv) the Term Borrower may pay cash Dividends to Holdings, and Holdings may pay cash Dividends to its direct or indirect parent, for the purpose of directors out enabling Holdings and Holdings’ direct or indirect parent to redeem, repurchase or otherwise acquire for value, and Holdings and Holdings’ direct or indirect parent may redeem, repurchase or otherwise acquire for value, outstanding shares of Holdings common Equity Interests (or options or warrants to purchases Holdings common Equity Interests) held by former officers, directors, members of management or employees of Holdings or Holdings’ direct or indirect parent or any of its or their Subsidiaries, provided that (x) the monies aggregate amount of all such Dividends shall not exceed $1,500,000 (or such additional amounts as may be reasonably agreed to by the Corporation properly applicable Agents) plus an amount equal to cash proceeds from the sale of Equity Interests to directors, officers, members of management, or employees or other equityholders of Holdings or Holdings’ direct or indirect parent, (y) on the date any such Dividend is made and after giving effect to the payment of dividendssuch Dividend, no Default or Event of Default shall exist or have occurred and be continuing, and (z) on each the date any such Dividend Payment Date, fixed cumulative preferential cash dividends equal is made and after giving effect to the quotient obtained by dividing: payment of such Dividend, Availability shall be at least $2,000,000; (v) the Term Borrower and Holdings may pay the Closing Date Distribution on the Closing Date; (vi) the Term Borrower may pay any Dividends not otherwise described in this Section 11.03 in an aggregate amount not to exceed the Available Amount; provided that (v) Holdings has delivered to the Agent certified unqualified audited consolidated financial statements of Holdings and its Subsidiaries for Holdings’ fiscal year ending December 31, 2017, (w) Holdings shall be in compliance with a Total Net Leverage Ratio of 2.25:1.00 on a Pro Forma Basis after giving effect to the proposed Dividend, (x) the product obtained by multiplying $1,000 by a rate per annum equal average aggregate amount of available cash on the balance sheet in the 10 days prior to the rate of interest payable by date any such Dividend is made shall be at least $30,000,000 on a Pro Forma Basis after giving effect to the Trust on the Trust Notes as of the Issue Dateproposed Dividend, by (y) four; provided that if an event no Default or Event of Default shall exist or have occurred and be continuing and (including a redemptionz) the aggregate amount of all such Dividends paid pursuant to this clause (vi) shall occur that results not exceed $10,000,000; (vii) [Reserved]; and (viii) the Term Borrower and Holdings may make payments of the fees specified in accrued the Management Agreement in accordance with the terms of the Management Agreement and unpaid dividends with respect to indemnities and out-of-pocket expenses provided for a partial Dividend Period becoming payablein the Management Agreement so long as, with respect to all such payments other than the actual out-of-pocket expenses of the Sponsor directly related to the management of the Credit Parties, (a) no Event of Default pursuant to Section 12.01 or Section 12.05 has occurred or is continuing or would result therefrom, (b) on the date any such payment, dividend payable for any partial Dividend Periods or distribution is made and after giving effect to such payment, dividend or distribution, Availability shall be equal to the product obtained by multiplying the at least $2,000,000 and (c) such payments, shall not exceed an aggregate amount in any fiscal year of 1.5% of the sum of (x) above the amount paid by a fraction, the numerator of which is the actual number of days attributable Parent pursuant to the partial Dividend Period Merger Agreement and (y) the denominator aggregate amount of which is 365capital contributed to Holdings by Parent, subject in each case to Sponsor or any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Sharestheir respective Affiliates after February 1, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends2017.

Dividends. The holders Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Deferral Preferred SharesLead Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may pay cash Dividends to receive Holdings to allow Holdings to pay cash dividends to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Parent Company from current or former members of management, employees, consultants, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared in either case, exceed during any fiscal year of the Lead Borrower, $10,000,000 (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the board Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from current or former members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of any Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which the Lead Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which any Parent Company or other entity is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of the Corporation properly applicable Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Lead Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other compensation and benefits payable to current and former officers, directors, consultants and employees of any Parent Company to the extent such salaries, bonuses and other compensation and benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (F) the purchase or other acquisition by any parent of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchaser or other acquisition; (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of the Lead Borrower and its Restricted Subsidiaries; (vii) reasonable and customary indemnities to directors, officers and employees of any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal (x) obligations under or in respect of director and officer insurance policies to the quotient obtained by dividing: extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement (as in effect on the Closing Date); (ix) any Dividend used to fund the Transaction, including Transaction Costs and the Special Dividend, and any Dividend from proceeds received in connection with any working capital adjustment pursuant to the Acquisition Agreement; (x) the product obtained by multiplying $1,000 by Lead Borrower may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v) and 10.06(vii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity incentive awards; (xii) a rate Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, of up to 6% per annum equal of the net cash proceeds contributed to the rate capital of interest payable the Lead Borrower from any such Initial Public Offering; (xiii) the Lead Borrower may pay any Dividends so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividends; (xiv) purchases of minority interests in non-Wholly-Owned Subsidiaries by the Trust on Lead Borrower and the Trust Notes as of the Issue Date, by (y) fourGuarantors; provided that if the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed $5,000,000; (xv) the declaration and payment of dividends or the payment of other distributions by the Lead Borrower in an event aggregate amount since the Closing Date not to exceed $35,000,000 (including less any amounts used Section 10.07(a)(B)(ii) and Section 10.07(b)(ii)); (xvi) the Lead Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of dividend or other distribution by a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableRestricted Subsidiary, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by Lead Borrower or a fraction, the numerator Restricted Subsidiary receives at least its pro rata share of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) the unpaid part thereof Lead Borrower may make payments with the cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be continuing or would result therefrom and provided such payments are made substantially contemporaneously with the receipt of such cash proceeds by the Lead Borrower; and (xviii) the Lead Borrower and any Restricted Subsidiary may pay dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definition of Consolidated EBITDA and Consolidated Net Income), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall be paid on a subsequent date or dates deemed to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, cash Dividends paid to Holdings to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or extent provided in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendssaid Section 10.05(vi).

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) Subsidiaries of the Deferral Preferred SharesParent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL International, Series-[·] Ltd., NCL America Holdings, LLC or Arrasas Limited shall be entitled to receive and the Corporation shall pay thereon, as and when declared received promptly by the board Parent directly or indirectly by way of directors out Dividend; (ii) the Parent may pay Dividends in respect of the monies tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Corporation properly applicable NCLC Group or holder of the Parent’s Capital Stock with respect to income taxable as a result of any member of the payment NCLC Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of dividendsthe NCLC Group; and (iii) at any time following the listing of the ordinary Capital Stock of the Parent on an Approved Stock Exchange, the Parent may pay Dividends in an amount not to exceed 50% of Consolidated Net Income of the Parent and its Subsidiaries for the period (taken as one period) commencing on each January 1, 2010 and ending on the date prior to such Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: for which financial statements are available so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by no Default or Event or Default exists or would result from such Dividend and (y) four; at the time of such Dividend and after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the four consecutive fiscal quarters last ended for which financial statements have been provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which Facility Agent pursuant to Section 9.01 is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other less than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends5.50:1.00.

Dividends. The holders Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or to any other Wholly-Owned Subsidiary of the monies Borrower which is a Credit Party and any Subsidiary of the Corporation properly applicable Borrower which is not a Guarantor also may pay cash Dividends to a Wholly-Owned Subsidiary of the payment Borrower; (ii) any non-Wholly-Owned Subsidiary of dividendsthe Borrower may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the equity interest in such Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary); (iii) the Borrower may pay Dividends on each Dividend Payment Dateits Qualified Preferred Interests solely through the issuance of additional shares of its Qualified Preferred Interests but not in cash; and (iv) the Borrower may pay Dividends, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: provided that (x) no Default or Event of Default exists at the product obtained by multiplying $1,000 by a rate per annum equal to the rate time of interest payable by the Trust on the Trust Notes as of the Issue Date, by payment thereof or after giving effect thereto and (y) four; provided that if an event the aggregate amount of Dividends paid pursuant to this clause (including a redemptioniv) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be not exceed an amount equal to 50% of the product obtained by multiplying Consolidated Net Income of the amount in (x) above by a fractionBorrower for the period commencing on January 1, 2008 and ending on the numerator last day of which is the actual number of days attributable fiscal quarter ended prior to the partial Dividend Period and the denominator date of payment for which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall financial statements have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, been provided to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled Administrative Agent pursuant to any dividends other than Section 9.01(a) or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsb).

Dividends. The Declare, make or pay any Dividend Payments on any shares of any class of Equity Interests, either directly or indirectly, except that: (a) Subsidiaries of Holdco may pay Dividend Payments pro rata to the holders of their Equity Interests (giving effect to relative preferences and priorities); (b) each of Borrower, Holdco and any of its Subsidiaries may pay or make Dividend Payments or distributions to any holder of its Equity Interests in the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board form of directors out additional shares of Equity Interests of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) foursame class and type; provided that if an event in the case of Subsidiaries, such Dividend Payments or distributions are made to the holders of such Equity Interests on a pro rata basis; (including a redemptionc) Borrower may make Dividend Payments to Holdco so long as the proceeds thereof shall ultimately be used by Holdco (and Holdco shall be entitled) to repurchase shares of Equity Interests of Holdco or its parent companies owned by former, present or future employees, officers and directors of Holdco, Borrower or any Subsidiary or their assigns, estates and heirs; provided that the aggregate amount of Dividend Payments made by Borrower pursuant to this paragraph (c) shall occur not in the aggregate exceed the sum of (i) $25,000,000 during the term of this Agreement plus (ii) the amount of net cash proceeds received by or contributed to Borrower from the issuance and sale of Equity Interests of Holdco or Borrower, to officers, directors or employees of Holdco or any Subsidiary (it being understood that results the discharge of any Indebtedness owing from any officer, director or employee to Holdco or Borrower in accrued and unpaid dividends exchange for the redemption of Equity Interests owned by such officer, director or employee shall not constitute a partial Dividend Period becoming payablePayment) plus (iii) the proceeds of any key man life insurance policies; provided, however, that for the dividend payable avoidance of doubt, an “employee” shall include each person who would be so classified but for any partial Dividend Periods shall be equal such person’s holding an Equity Interest; (d) (i) to the product obtained extent actually used by multiplying the amount in (x) above by a fractionsuch parent to pay such taxes, the numerator of which is the actual number of days attributable costs and expenses, Holdco may make payments to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable its parent in lawful money of the United States (less any tax an amount sufficient to pay franchise taxes and other fees required to be deductedmaintain the legal existence of Holdco and (ii) Holdco may make payments to or on behalf of its parent in an amount sufficient to pay out-of-pocket legal, accounting and payment thereof shall satisfy filing costs and other expenses and liabilities in the nature of overhead in the ordinary course of business of such dividendsparent, in the case of clause (ii) in an aggregate amount not to exceed such $1,000,000 in any Fiscal Year; (i) Borrower may distribute amounts equal to Permitted Tax Distributions to Holdco, so long as Holdco uses funds therefrom to pay its taxes or applies such funds in accordance with the following clause (ii), and (ii) Holdco may make Permitted Tax Distributions to the holders of its Equity Interest; (f) to the extent constituting Dividend Payments, the transactions permitted by Section 6.12; and (g) provided no Event of Default is continuing or would result therefrom, Borrower may make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its Equity Interest in an aggregate amount not to exceed (x) $30,000,000, so long as the Total Leverage Ratio before and after giving effect to such Dividend Payment is less than or equal to 4.00 to 1.00 and (y) $60,000,000, so long as the Total Leverage Ratio before and after giving effect to such Dividend Payment is less than or equal to 3.00 to 1.00; and (h) provided no Event of Default is continuing or would result therefrom, Borrower may make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its Equity Interest in an aggregate amount not to exceed $18,000,000.

Dividends. The holders Holdings will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (i) (x) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or to any Wholly-Owned Subsidiary of the monies Borrower and (y) so long as no Default or Event of Default then exist or would result therefrom, any non-Wholly-Owned Subsidiary of the Corporation properly applicable Borrower may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity in interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (ii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), Holdings may repurchase outstanding shares of dividendsits stock (or options to purchase such stock) following the death, on each Dividend Payment Datedisability, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: retirement or termination of employment of employees of Holdings or any of its Subsidiaries, provided that (x) the product obtained only consideration paid by multiplying $1,000 Holdings in respect of such repurchases shall be cash, forgiveness of debt owed by a rate per annum equal such employee to the rate of interest payable by the Trust on the Trust Holdings and/or Holdings Shareholder Subordinated Notes as of the Issue Date, by and (y) four; the sum of (1) the aggregate amount of cash paid by Holdings in respect of all such repurchases plus (2) the aggregate amount of all repurchases of all Holdings Junior Subordinated Notes pursuant to Section 8.11(iii) plus (3) the aggregate amount of all payments made on all Holdings Shareholder Subordinated Notes pursuant to Section 8.11(iv) shall not exceed $1,000,000 in any fiscal year of Holdings, provided that if an event any unused amount thereof may be carried forward and utilized for such purposes in the immediately succeeding fiscal year of Holdings; (including a redemptioniii) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableso long as no Default or Event of Default then exists or would result therefrom, the dividend payable Borrower may pay cash Dividends to Holdings so long as Holdings promptly uses such proceeds for any partial Dividend Periods the purposes described in clause (ii) of this Section 8.03 or Section 8.11(iii); (iv) so long as there shall be equal exist no Default or Event of Default (both before and after giving effect to the product obtained payment thereof), Holdings may repurchase outstanding shares of its stock (or options to purchase such stock) held by multiplying officers or employees of Holdings or any of its Subsidiaries with the amount in (x) above net cash proceeds received by a fractionHoldings from the substantially concurrent sale of Holdings Common Stock, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject Holdings Preferred Stock and/or Holdings Junior Subordinated Notes in each case to the extent that such proceeds utilize the Retained Equity Amount; (v) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses, provided that the aggregate amount of cash Dividends paid pursuant to this clause (v) shall not exceed $1,000,000 in any applicable withholding tax. If fiscal year of Holdings; (vi) Holdings may pay regularly scheduled Dividends on any Dividend Payment Date the dividend payable on such date is not paid Holdings Preferred Stock pursuant to the terms thereof solely through the issuance of additional shares of Holdings Preferred Stock, provided that in full on all lieu of issuing additional shares of Holdings Preferred Stock as Dividends, Holdings may increase the liquidation preference of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities shares of the Corporation, Holdings Preferred Stock in respect of which such Dividends have accrued; (vii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), from and after January 31, 2004 the Borrower may pay cash Dividends to Holdings at the times, and in the amounts, necessary to enable Holdings to make regularly scheduled cash interest payments that are due on the Holdings Senior Discount Notes; (viii) at the time of the same. The holders issuance of the Deferral Preferred SharesHoldings Senior Discount Notes, Series-[·] shall the Borrower may pay a cash Dividend to Holdings in an amount not be entitled to exceed $1,000,000 the proceeds of which are used by Holdings to pay fees and expenses in connection with the issuance thereof or to repay any dividends other than or in excess of Holdings Junior Subordinated Notes which are not repaid with the cumulative preferential cash dividends hereinbefore provided. Payment proceeds from the Holdings Senior Discount Notes; (ix) the Recapitalization shall be made permitted and the Borrower may pay a cash Dividend to Holdings to effectuate the same; and (x) the Borrower may pay cash Dividends to Holdings in connection with amounts owing by electronic funds transfer or by cheque of or on behalf of it under the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsHoldings Tax Sharing Agreement.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Lead Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared by the board of directors out in either case, exceed during any fiscal year of the monies of the Corporation properly applicable to the payment of dividendsLead Borrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to the rate 35,000,000 and 6.25% of interest payable by the Trust on the Trust Notes as Consolidated EBITDA of the Issue Date, by Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of the Lead Borrower or any direct or indirect parent of the Lead Borrower, the greater of $55,000,000 and 10.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which the Lead Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of the Lead Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of the Lead Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that the Lead Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of the Lead Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) payments under any domination and/or profit and loss pooling agreements; (D) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (G) the purchase or other acquisition by Holdings or any other Parent Company of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the product obtained Lead Borrower or any Restricted Subsidiary or (2) the merger or amalgamation (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (H) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of the Lead Borrower and its Restricted Subsidiaries; (vii) the Lead Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on the Lead Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of the Lead Borrower from any such Initial Public Offering and (y) 7.0% of the Lead Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) the Lead Borrower may pay any Dividends so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividends; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject in each case when added to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is aggregate amount of Investments pursuant to Section 10.05(xvii), shall not paid in full on all exceed the greater of $27,500,000 and 5.0% of Consolidated EBITDA of the Deferral Preferred SharesLead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, Series-[·] then issued declaration and outstandingpayment of Dividends or the payment of other distributions by the Lead Borrower in an aggregate amount since the Closing Date, not to exceed the greater of $250,000,000 and 50.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) the Lead Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the unpaid part thereof shall be paid on a subsequent date or dates Lead Borrower may authorize, declare and pay Dividends with the cash proceeds contributed to be determined its common equity (including from the net cash proceeds of any equity issuance by the board any Parent Company), so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; (xviii) the Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds (as defined in the provisions of Cash Flow Credit Agreement as in effect on the Closing Date) promptly upon the receipt thereof; and (xx) any applicable law and under the provisions of payment that is intended to prevent any trust indenture securing bonds, debentures or other securities Indebtedness of the CorporationLead Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Fixed Charge Coverage Ratio”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Deferral Preferred SharesBorrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Borrower or to other Restricted Subsidiaries of the Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Borrower may declare and pay cash Dividends to its shareholders generally so long as the Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, Series-[·] shall be entitled if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Borrower may pay cash Dividends to receive Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of the Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to the Borrower in connection with such redemption or repurchase), as and when declared in either case, exceed during any fiscal year of the Borrower, $30,000,000 (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the board Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Borrower from members of management, officers, directors, employees of the Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Borrower or the relevant Restricted Subsidiary of the Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the Closing Date with respect to which the Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which any Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of the Corporation properly applicable Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of the Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (A) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into the Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchaser or other acquisition; (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (C), (D) and (G) of this clause (vi) shall not exceed $30,000,000 in any fiscal year; (vii) reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (viii) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal (x) obligations under or in respect of director and officer insurance policies to the quotient obtained by dividing: extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend used (i) to fund the Transaction, including Transaction Costs, and (ii) in order to satisfy indemnity and other similar obligations under the Acquisition Agreement; (x) the product obtained Borrower may pay cash Dividends to Holdings (who may subsequently pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, of up to 6% per annum of the net cash proceeds contributed to the capital of the Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Net Leverage Ratio does not exceed 4.50 to 1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by multiplying the Borrower and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed $1,000 30,000,000; (xv) the declaration and payment of Dividends or the payment of other distributions by the Borrower in an aggregate amount since the Closing Date, when aggregated with the amount expended in reliance on 10.07(a)(B)(iii), not to exceed $75,000,000; (xvi) the Borrower and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a rate per annum equal Restricted Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the Borrower may pay Dividends with the cash proceeds contributed to its common equity from the rate net cash proceeds of interest payable any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be continuing or would result therefrom; provided that the Trust on the Trust Notes as amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the Issue Datedefinition of “Available Amount”; (xviii) the Borrower and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, by if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; and (xix) any Dividends, so long as (x) at the time of, and after giving effect to such Dividend, no Event of Default shall have occurred and be continuing and (y) four; provided that if an event (including on a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablePro Forma Basis, the dividend payable Consolidated Total Net Leverage Ratio does not exceed 3.25 to 1.00. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all purposes of the Deferral Preferred Sharesdefinition of Consolidated EBITDA and Consolidated Net Income), Series-[·] then issued and outstanding, such dividend amounts loaned or the unpaid part thereof shall be paid on a subsequent date or dates advanced to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the CorporationHoldings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 75,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $120,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any period where Borrower or any of its Subsidiaries is a member of a consolidated, combined or similar income Tax group for U.S. federal and/or applicable state, local or foreign income or similar Tax purposes of which a direct or indirect parent of Borrower is the common parent or other applicable taxpayer, the portion of any U.S. federal, state, local and/or foreign income and similar Taxes (including any alternative minimum taxes) of such Tax group that is attributable to the taxable income of Borrower and/or its applicable Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries for such purpose, in amounts required to pay any such Taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the Closing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, 6.0% of the net cash proceeds contributed to the capital of Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 3.10:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $60,000,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000 and 25.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates Pro Forma Basis, as of the last day of the most recently ended Test Period, the Consolidated First Lien Net Leverage Ratio does not exceed 2.10:1.00; (xx) [reserved]; (xxi) any payment that is intended to be determined by prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the board meaning of directors on which Section 163(i)(1) of the Corporation shall have sufficient monies properly applicable, under the provisions of Code; (xxii) [reserved]; and (xxiii) any applicable law and under the provisions of any trust indenture securing bonds, debentures Dividend or other securities distribution made with the net cash proceeds or other assets or property received from a disposition permitted pursuant to Section 10.02(xxix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to Holdings to the extent provided in said Section 10.05(vi). Notwithstanding anything to the contrary in this Section 10.03, Borrower and its Restricted Subsidiaries shall not, directly or indirectly, sell or otherwise transfer any Intellectual Property that is material to the operations of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled Borrower and its Subsidiaries taken as a whole to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsUnrestricted Subsidiary.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Lead Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared by the board of directors out in either case, exceed during any fiscal year of the monies of the Corporation properly applicable to the payment of dividendsLead Borrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to the rate 35,000,000 and 6.25% of interest payable by the Trust on the Trust Notes as Consolidated EBITDA of the Issue Date, by Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of the Lead Borrower or any direct or indirect parent of the Lead Borrower, the greater of $55,000,000 and 10.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which the Lead Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of the Lead Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of the Lead Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that the Lead Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of the Lead Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) payments under any domination and/or profit and loss pooling agreements; (D) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (G) the purchase or other acquisition by Holdings or any other Parent Company of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the product obtained Lead Borrower or any Restricted Subsidiary or (2) the merger or amalgamation (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (H) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of the Lead Borrower and its Restricted Subsidiaries; (vii) the Lead Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on the Lead Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of the Lead Borrower from any such Initial Public Offering and (y) 7.0% of the Lead Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) the Lead Borrower may pay any Dividends so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividends; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject in each case when added to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is aggregate amount of Investments pursuant to Section 10.05(xvii), shall not paid in full on all exceed the greater of $27,500,000 and 5.0% of Consolidated EBITDA of the Deferral Preferred SharesLead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, Series-[·] then issued declaration and outstandingpayment of Dividends or the payment of other distributions by the Lead Borrower in an aggregate amount since the Closing Date, not to exceed the greater of $250,000,000 and 50.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) the Lead Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the unpaid part thereof shall be paid on a subsequent date or dates Lead Borrower may authorize, declare and pay Dividends with the cash proceeds contributed to be determined its common equity (including from the net cash proceeds of any equity issuance by the board any Parent Company), so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; (xviii) the Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds (as defined in the provisions of Cash Flow Credit Agreement as in effect on the date hereofClosing Date) promptly upon the receipt thereof; and (xx) any applicable law and under the provisions of payment that is intended to prevent any trust indenture securing bonds, debentures or other securities Indebtedness of the CorporationLead Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Fixed Charge Coverage Ratio”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of the Deferral Preferred SharesBorrower may pay cash Dividends to the Borrower or to any Wholly-Owned Domestic Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower also may pay cash Dividends to any Wholly-Owned Foreign Subsidiary of the Borrower; (ii) any Non-Wholly Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders, Series-[·] shall be entitled members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) the Borrower may purchase its Equity Interests in the open market pursuant to receive its stock repurchase plan as in effect on the Effective Date, or pursuant to an open market purchase plan the terms of which are consistent with such plan, in an aggregate amount not to exceed $50.0 million; (iv) a Wholly-Owned Subsidiary may repurchase its Equity Interests; (v) the repurchase of Equity Interests of the Borrower deemed to occur upon (a) the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options and (b) the withholding of a portion of such Equity Interests to pay Taxes associated therewith, and the Corporation shall purchase of fractional shares of Equity Interests of the Borrower or any of its Subsidiaries arising out of stock dividends, splits or combinations or business combination; (vi) the Borrower may pay thereoncash Dividends or purchase its Equity Interests in the open market or otherwise at any time with the Available Amount at such time so long as immediately after such Dividend or purchase and any related transaction or borrowing the Borrower satisfies the Liquidity Test; and (vii) the Borrower may repurchase its Equity Interests, as and when declared or warrants, puts, options or rights to purchase or otherwise acquire an Equity Interest in the Borrower from any present or former officer, director or employee or consultant of the Borrower or any of its Subsidiaries pursuant to an agreement (including an employment agreement) or plan approved in good faith by the board of directors out of the monies of the Corporation properly applicable Borrower or such Subsidiary under which such Person purchases or sells or is granted an option to the payment of dividendspurchase or sell such Equity Interests, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal in an amount not to the quotient obtained by dividing: (x) the product obtained by multiplying exceed $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results 3.0 million in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsfiscal year.

Dividends. The holders Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) Subsidiaries of the Deferral Preferred SharesParent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL International, Series-[·] Ltd., NCL America Holdings, LLC or Arrasas Limited shall be entitled to receive and the Corporation shall pay thereon, as and when declared received promptly by the board Parent directly or indirectly by way of directors out Dividend; (ii) the Parent may pay Dividends in respect of the monies tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Corporation properly applicable NCLC Group or holder of the Parent’s Capital Stock with respect to income taxable as a result of any member of the payment NCLC Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of dividendsthe NCLC Group; and (iii) at any time following the listing of the ordinary Capital Stock of the Parent on an Approved Stock Exchange, the Parent may pay Dividends in an amount not to exceed 50% of Consolidated Net Income of the Parent and its Subsidiaries for the period (taken as one period) commencing on each January 1, 2010 and ending on the date prior to such Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: for which financial statements are available so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by no Default or Event or Default exists or would result from such Dividend and (y) four; at the time of such Dividend and after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the four consecutive fiscal quarters last ended for which financial statements have been provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which Facility Agent pursuant to Section 9.01 is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-less than [·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends*].

Dividends. The holders Borrowers will not, nor will they permit any other Credit Party to, declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in their own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, including within the Deferral Preferred Sharesscope of such prohibition, Series-[·] shall be entitled to receive and the Corporation shall pay thereonany such dividends or distributions of whatever kind or type, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) contemplated above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid Existing Subordinated Note Indenture Additional Parties; provided, however, if (a) no Default, Event of Default or Deficiency has occurred and continues in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, effect or remains uncured or will result from or be caused by such dividend or distribution, and (b) Unit is in compliance with the unpaid part thereof shall be paid limitations of Section 3.04 of the Existing Subordinated Notes Indenture and such dividend, distribution, redemption, repurchase or other acquisition or retirement of capital stock, together with other Restricted Payments (as that term is defined in the Existing Subordinated Notes Indenture) does not cause or result in a breach of Section 3.04 of the Existing Subordinated Notes Indenture, (i) any Subsidiary may declare and pay dividends or make distributions to, or redeem, purchase or otherwise acquire or retire any of its capital stock from, Unit or any Subsidiary (other than and expressly excluding the Existing Subordinated Note Indenture Additional Parties), so long as such Subsidiary is not a Wholly-Owned Subsidiary, if the dividend, distribution, redemption, purchase, acquisition or retirement, as the case may be, is made on a subsequent date pro rata basis (or dates with respect to be determined Unit or its Subsidiaries, better than a pro rata basis), (ii) during any fiscal year Unit may pay cash dividends in amounts not exceeding thirty (30%) of its Consolidated Net Income (after taxes) for the preceding fiscal year, (iii) Unit may make any purchases of its outstanding common stock under a stock repurchase program approved by the board Unit Board of directors on which Directors and conducted in compliance with the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law rules and under the provisions of any trust indenture securing bonds, debentures or other securities regulations of the CorporationSEC, and (iv) Unit may declare and pay dividends with respect to the payment its capital stock payable solely in additional shares of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends its capital stock (other than or Disqualified Stock as that term is defined in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsExisting Subordinated Notes Indenture).

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted: (a) Dividends by any Company to Borrower or any Guarantor that is a Wholly Owned Subsidiary of Borrower; (b) payments to Borrower to permit Borrower, and the subsequent use of such payments by Borrower, to repurchase or redeem Qualified Capital Stock of Borrower held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $1,000,000; and (c) the redemption or other repayment by Borrower of the Deferral netASPx Seller Convertible Preferred SharesStock in accordance with the terms thereof as in effect on the Effective Date with the Net Cash Proceeds from (i) the issuance of Permitted Subordinated Indebtedness and/or (ii) the issuance of common stock of Borrower, Series-[·] provided that (x)(I) no Default then exists or would result therefrom; and (II) after giving effect to such redemption or other repayment on a Pro Forma Basis, (A) Borrower shall be entitled to receive in compliance with all covenants set forth in Sections 6.10(a) and the Corporation shall pay thereon, (b) as and when declared by the board of directors out of the monies most recent Test Period (assuming (x) for purposes of Section 6.10, that such transaction had occurred on the Corporation properly applicable first day of such relevant Test Period) and (y) in the case of any redemption or other repayment with the Net Cash Proceeds of Permitted Subordinated Indebtedness, concurrently with such redemption or other repayment, Borrower shall prepay pursuant to Section 2.10(a) outstanding Loans in an aggregate principal amount equal to the Net Cash Proceeds applied to redeem or otherwise repay netASPx Seller Convertible Preferred Stock; and (d) the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes netASPx Seller Convertible Preferred Stock in kind (and not in cash) in accordance with the terms thereof as of in effect on the Issue Effective Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Dividends. The holders Holdings shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower (x) may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or any Wholly-Owned Subsidiary of the monies Borrower and (y) if such Subsidiary is not a Wholly-Owned Subsidiary, may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Corporation properly applicable various classes of equity interests in such Subsidiary); (ii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), Holdings may repurchase outstanding shares of dividendsits common stock (or options to purchase such common stock) following the death, on each Dividend Payment Datedisability, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: retirement or termination of employment of employees, officers or directors of Holdings or any of its Subsidiaries, provided that (x) the product all amounts used to effect such repurchases are obtained by multiplying $1,000 by Holdings from a rate per annum equal substantially concurrent issuance of its common stock (or options to the rate purchase such common stock) to other employees, members of interest payable by the Trust on the Trust Notes as management, executive officers or directors of the Issue Date, by Holdings or any of its Subsidiaries or (y) four; to the extent the proceeds used to effect any repurchase pursuant to this clause (y) are not obtained as described in preceding clause (x), the aggregate amount of Dividends paid by Holdings pursuant to this clause (ii) (exclusive of amounts paid as described pursuant to preceding clause (x)) shall not exceed $1,000,000 in any fiscal year of Holdings, provided that, in the event that the maximum amount which is permitted to be expended in respect of Dividends during any fiscal year pursuant to this clause (ii)(y) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to this clause (ii)(y) shall be increased by such unutilized amount; (iii) the Borrower may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, legal and accounting expenses and similar expenses), provided that if an event the aggregate amount of Dividends paid by Holdings pursuant to this clause (including a redemptioniii) shall occur not exceed $500,000 in any fiscal year of Holdings; (iv) the Borrower may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, franchise taxes and federal, state and local income taxes and interest and penalties with respect thereto, if any, payable by Holdings, provided that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods refund shall be equal promptly returned by Holdings to the product obtained Borrower; (v) the Borrower may pay cash Dividends to Holdings for the purpose of enabling Holdings to pay the Dividends referred to in clause (ii) above, so long as all proceeds thereof are promptly used by multiplying Holdings to pay such Dividends; and (vi) the amount in (x) above by a fraction, the numerator exchange of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Holdings Junior Subordinated Debentures for Holdings Series A Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the CorporationStock, to the payment of the same. The holders of the Deferral Preferred Sharesextent permitted as provided in Section 9.04(xv), Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendspermitted.

Dividends. The holders Without the prior written consent of the Deferral Preferred SharesRequired Lenders, Series-[·] Borrower shall be entitled not take or permit any Subsidiary to receive and the Corporation shall pay thereon, as and when declared by the board of directors out take any of the monies following actions: (a) declare or pay any dividends, (b) purchase, redeem, retire or otherwise acquire for value any of its capital stock now or hereafter outstanding, or make any distribution of assets to its stockholders as such whether in cash, assets or in obligations of the Corporation properly applicable to Borrower or any Subsidiary, (c) allocate or otherwise set apart any sum for the payment of dividendsany dividend or distribution on, on each Dividend Payment Dateor for the purchase, fixed cumulative preferential cash dividends equal redemption or retirement of any shares of its capital stock, or (d) make any other distribution by reduction or return of capital or otherwise in respect of any shares of its capital stock or permit any Subsidiary to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as purchase or otherwise acquire for value any stock of the Issue DateBorrower or another Subsidiary, by except that: (yi) fourBorrower may declare and deliver dividends and make distributions (A) in an amount not to exceed $6,000,000 in the aggregate in any fiscal year (the “Dividend Limit”) and/or (B) payable solely in common stock of Borrower; provided that if an event (including a redemption) that, in each case, no Event of Default or Potential Default shall occur that results in accrued and unpaid dividends for as a partial Dividend Period becoming payableresult of, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to exist immediately following the payment of any dividends or distributions under this clause (i); (ii) Borrower may repurchase or otherwise acquire shares of its capital stock, provided that (A) each such repurchase is at a price not exceeding the same. The holders then current market price and (B) the aggregate number of the Deferral Preferred Shares, Series-[·] shares repurchased shall not be entitled exceed 5,700,000 from the Closing Date through the Revolving Credit Loan Maturity Date, with the balance of such amount concurrently adjusted for any stock splits, reverse stock splits and similar events and (C) no Event of Default or Potential Default shall occur as a result of, or exist immediately following, such repurchase or acquisition; (iii) Any Subsidiary may declare and deliver dividends or other distributions directly to any dividends Loan Party other than or in excess any Inactive Subsidiary; and (iv) any Foreign Subsidiary of the cumulative preferential cash CTG Europe may declare and deliver dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsCTG Europe.

Dividends. The holders Holdings will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled pay any Dividends with respect to receive Holdings or any of the Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Holdings may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Holdings or to other Restricted Subsidiaries of Holdings which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Holdings may declare and pay cash Dividends to its shareholders generally so long as Holdings or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Holdings may pay cash Dividends to any Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Parent Company from management, employees, officers and directors (and their successors and assigns) of Holdings and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourRestricted Subsidiaries; provided that if an event (including a redemptionA) the aggregate amount of Dividends made by Holdings pursuant to this clause (iii), and the aggregate amount paid by such Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Holdings, the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying increase the amount of cash Dividends permitted to be paid in the succeeding two (x2) above fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by a fractionan amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Holdings or any of the Restricted Subsidiaries after the Amendment and Restatement Effective Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings or of any Parent Company which net proceeds are contributed to Holdings, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to members of management, managers, directors or consultants of any applicable withholding tax. If on Parent Company or any of its Subsidiaries that occurs after the Amendment and Restatement Effective Date; provided that the amount of any such net proceeds that are utilized for any Dividend Payment under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Holdings from members of management, officers, directors, employees of Holdings or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Holdings may pay cash Dividends to any Parent Company to pay expenses incurred by any Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Holdings, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as such Parent Company shall cause the amount of such expenses to be repaid to Holdings or the relevant Restricted Subsidiary of Holdings out of the proceeds of such offering promptly if such offering is completed; (v) Holdings may pay cash Dividends to any Parent Company to pay costs (including all professional fees and expenses) incurred by such Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) for any taxable period in which (a) Holdings and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar tax group whose common parent is a Parent Company (a “Tax Group”) or (b) Holdings is a pass-through entity for U.S. federal income tax purposes that is owned by a Parent Company that is a corporation for U.S. federal income tax purposes (directly or indirectly through one or more corporate subsidiaries of such Parent Company (any such corporate subsidiaries, together with such Parent Company, the “Corporate Owners”)), Holdings may make distributions to any Parent Company to pay any consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar income Taxes of such Tax Group, as applicable, or to any Corporate Owner to pay the U.S. federal, state, local and/or foreign income or similar Taxes of such Corporate Owner, in each case that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries, as applicable; provided that (A) the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that Holdings and/or its applicable Subsidiaries would have been required to pay in respect of such taxable period if such entity(ies) were a stand-alone corporate taxpayer or stand-alone corporate tax group consisting only of Holdings and/or such Subsidiaries for all relevant taxable periods, (B) the portion of any payment otherwise permitted pursuant to this clause (vi) with respect to any Taxes attributable to the income of any Unrestricted Subsidiary shall be limited to the amount actually paid by such Unrestricted Subsidiary to Holdings or any Credit Party for the purposes of paying such Taxes, and (C) with respect to any taxable period (or portion thereof) ending prior to the Amendment and Restatement Effective Date, payments pursuant to this clause (vi) shall be permitted only to the extent relating to Tax adjustments that arise after the Amendment and Restatement Effective Date as a result of audits or other Tax proceedings; (vii) Holdings may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the dividend equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; (B) customary salary, bonus and other benefits payable on to officers and employees of any Parent Company to the extent such date is not paid salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries; (C) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries (including, for the avoidance of doubt, administrative costs and expenses of Satelles, Inc., Syncom-Iridium Holdings Corp. and/or Iridium Blocker-B. Inc.); (D) cash payments in full on lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings or any Parent Company; (E) for the purchase or other acquisition by any Parent Company of all or substantially all of the Deferral Preferred Sharesproperty and assets or business of any Person, Series-or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that (1) if such purchase or other acquisition had been made by Holdings, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14, (2) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (3) such Parent Company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Holdings or any Restricted Subsidiary or (y) the merger (to the extent permitted in Section 10.02) into Holdings or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (F) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (B), (C) and (F) of this clause (vii) shall not exceed the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) in any fiscal year; (viii) reasonable and customary indemnities to directors, officers and employees of any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (ix) Holdings may pay cash Dividends to any Parent Company for payment of obligations under or in respect of director and officer insurance policies to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (x) [·] reserved]; (xi) Holdings may pay cash Dividends to any Parent Company so long as the proceeds thereof are used to pay fees, expenses and indemnification payments that are then issued permitted to be paid pursuant to Sections 10.06(vii) and outstanding10.06(xii); (xii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xiii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock, not to exceed, in any fiscal year, 5.0% of such Parent Company’s Market Capitalization; (xiv) any Dividends to the extent the same are made solely with the Available Amount; provided that to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (x) no Event of Default under Section 11.01(a) or Section 11.01(e) shall have occurred and be continuing and (y) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.50:1.00; (xv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Credit Parties; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend); (xvi) the declaration and payment of Dividends or the payment of other distributions by Holdings, so long as the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.00:1.00 and no Event of Default shall have occurred and be continuing or result therefrom; (xvii) Holdings and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xviii) Holdings may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company completed after the Amendment and Restatement Effective Date, so long as, with respect to any such payments, no Event of Default under Section 11.01(a) or 11.01(e) shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xviii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xix) Holdings and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xx) [reserved]; (xxi) Holdings and any Restricted Subsidiary may make payments and distributions to dissenting stockholders pursuant to applicable law pursuant to or in connection with a sale, consolidation, merger or transfer of Holdings and the Restricted Subsidiaries taken as a whole that complies with the terms of this Agreement, including Section 10.02 hereof; (xxii) Holdings and any Restricted Subsidiary may declare and pay Dividends to holders of any class or series of Qualified Preferred Stock issued by a Parent Company after the Amendment and Restatement Effective Date; provided that (A) the Consolidated Fixed Charge Coverage Ratio at the time of the issuance of such Qualified Preferred Stock (calculated on a subsequent date Pro Forma Basis) is 2.00 to 1.00 or dates greater and (B) the aggregate amount of Dividends declared and paid pursuant to be determined this Section 10.03(xxii) does not exceed the net cash proceeds received by the board Parent Company and contributed to Holdings from any such sale of directors on Qualified Preferred Stock issued after the Amendment and Restatement Effective Date and contributed to Holdings; and (xxiii) Holdings and any Restricted Subsidiary may pay Dividends in an aggregate amount not to exceed the greater of $110,750,000 and 25% of LTM Consolidated EBITDA (measured at the time of such Dividend), which may, at the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities election of the CorporationBorrower (and without duplication), be reallocated to make Investments pursuant to Section 10.05(xix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to any Parent Company pursuant to Section 10.05(vi) shall, to the extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to such Parent Company to the extent provided in said Section 10.05(vi). For purposes of determining compliance with this Section 10.03, if the payment of Dividends would be permitted pursuant to one or more provisions described above, the same. The holders Borrower, in its sole discretion, from time to time, may classify or reclassify or divide such payment of the Deferral Preferred Shares, Series-[·] shall not be entitled to Dividends (or any dividends other than or portion thereof) in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsmanner that complies with this Section 10.03.

Dividends. The holders Borrower will not, and the Borrower will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled directly or indirectly, authorize, declare or pay any Dividends with respect to receive the Borrower or any Restricted Subsidiary, except that: (i) any Restricted Subsidiary may pay Dividends to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary and the Corporation shall pay thereon, as and when declared by the board of directors out any Subsidiary of the monies Borrower that is not a Credit Party may pay Dividends to the Borrower or to any Wholly-Owned Restricted Subsidiary; (ii) any Non-Wholly-Owned Subsidiary may pay Dividends to its shareholders, members or partners generally so long as the Borrower or a Restricted Subsidiary which owns the Equity Interests in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Corporation properly applicable Equity Interests in the Restricted Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary); (iii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may repurchase, retire or otherwise acquire or retire for value common Equity Interests (or options, warrants or other rights to acquire common Equity Interests) of the Borrower (or make payments to Holdings or any Person of which the Borrower constitutes a Subsidiary to permit distributions to repurchase common Equity Interests (or options, warrants or other rights to acquire common Equity Interests thereof) of any such Person) from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Borrower, any of its Subsidiaries, Holdings or any Person of which the Borrower constitutes a Subsidiary of the Borrower, in an aggregate amount for all such payments, together with all payments made pursuant to Section 6.04(xxii), not to exceed $10,000,000 plus the proceeds of “key-man” life insurance policies that are used to make such redemptions or repurchases; (iv) the Borrower or any of its Restricted Subsidiaries may pay Dividends on its Qualified Equity Interests solely through the issuance of additional shares of Qualified Equity Interests of the Borrower or such Restricted Subsidiary (but not in cash), provided that in lieu of issuing additional shares of Qualified Equity Interests as Dividends, the Borrower or such Restricted Subsidiary may increase the liquidation preference of the shares of Qualified Equity Interests in respect of which such Dividends have accrued; (v) the Borrower may pay cash Dividends so long as (A) the aggregate amount of Dividends paid pursuant to this clause (v), plus the aggregate amount of payments made pursuant to clause (x) of Section 6.15, does not exceed $25,000,000, (B) no Default or Event of Default then exists or would result therefrom, (C) after giving effect to the payment of dividendssuch Dividend, the Total Asset Coverage Ratio shall not be less than 3.00:1.00 and the RC Asset Coverage Ratio shall not be less than 1.00:1.00, in each case, calculated on each Dividend Payment Datea Pro Forma Basis, fixed cumulative preferential cash dividends equal and (D) prior to the quotient obtained payment of such Dividend, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with the preceding sub-clauses (A), (B) and (C) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (C); (vi) Borrower may pay Permitted Tax Distributions; (vii) the Borrower may pay Dividends or consummate any irrevocable redemption within 60 days after the date of declaration of such Dividend or notice of such redemption if the Dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice hereunder; (viii) the Borrower may pay Dividends, either (i) through the application of net cash proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Borrower) of shares of Qualified Equity Interests of the Borrower or (ii) through the application of a substantially concurrent cash capital contribution (other than by dividing: a Subsidiary of the Borrower) received by the Borrower from its equityholders in respect of Qualified Equity Interests; provided that (x) no Event of Default then exists or would result therefrom or (y) the aggregate amount of Dividends paid pursuant to this clause (viii) shall not exceed $1,000,000; (ix) the Borrower may pay Dividends on its Qualified Equity Interests by exchanging such Qualified Equity Interests for shares of Qualified Equity Interests of Holdings (but not, for the avoidance of doubt, in cash) in accordance with the exchange ratio for Class A units set forth in the PNMAC Limited Liability Company Agreement; (x) the product obtained by multiplying $1,000 by a rate per annum equal Borrower may (A) repurchase Equity Interests in connection with the exercise of stock options or warrants to the rate of interest payable by the Trust on the Trust Notes as extent such Equity Interests represent a portion of the Issue Dateexercise price of those stock options or warrants and (B) repurchase Equity Interests or options to purchase Equity Interests in connection with the exercise of stock options to the extent necessary to pay applicable withholding taxes; and (xi) the Borrower may declare and pay Dividends to, by or make loans to, Holdings or any Person of which the Borrower constitutes a Subsidiary to pay, without duplication as to amounts of: (yA) fourfranchise taxes and other similar fees, taxes and expenses required to maintain the existence of the Borrower, Holdings and any Person of which the Borrower constitutes a Subsidiary; (B) customary salary, bonus and other benefits payable to officers and employees of Holdings or any Person of which the Borrower constitutes a Subsidiary to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; and (C) general corporate overhead expenses and other expenses incidental to being a public company (including, without limitation, audit, listing and legal expense) of Holdings or any Person of which the Person constitutes a Subsidiary to the extent such expenses are attributable to the ownership or operation of the Person and its Restricted Subsidiaries; provided that if an event the aggregate amount of Dividends paid and loans made pursuant to this clause (including a redemptionxi) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsexceed $250,000.

Dividends. The holders At any time that the Leverage Ratio equals or exceeds 6.00:1.00, the Company will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Company or any of its Subsidiaries, except that: (a) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Company may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Company or to a Wholly-Owned Subsidiary of the monies Company; (b) any non-Wholly-Owned Subsidiary of the Corporation properly applicable Company may pay cash Dividends to its shareholders, members or partners generally so long as the payment Company or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of dividendsequity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal of the various classes of equity interests in such Subsidiary); provided, however, that this Section 7.11 shall not limit the redemption or repurchase of equity interests of a shareholder, member or partner of any non-Wholly-Owned Subsidiary of the Company if such redemption or repurchase is permitted pursuant to the quotient obtained by dividing: Section 7.10; (c) so long as (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate no Specified Default or Event of interest payable by the Trust on the Trust Notes as of the Issue Date, by Default then exists or would exist immediately after giving effect thereto and (y) four; provided that if an event (including HHRI qualifies, or has taken all other actions necessary to qualify, as a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable“real estate investment trust” under the Code during any fiscal year of HHRI, the dividend payable for any partial Dividend Periods shall Company may pay quarterly cash Dividends (which may be equal based on estimates) to HHRI and all other holders of OP Units generally when and to the product obtained extent necessary for HHRI to distribute, and HHRI may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the greater of (I) the greatest of (A) 100% of Cash Available for Distribution for such fiscal year, (B) 100% of Taxable Income, (C) the minimum amount necessary for HHRI to maintain its tax status as a real estate investment trust and to satisfy the distributions required to be made pursuant to Treasury regulations issued under Section 337(d) of the Code by multiplying reason of HHRI making the election provided for therein and (D) the amount necessary for HHRI to avoid income or excise tax under the Code and (II) at any time when, based upon the financial statements delivered pursuant to Section 6.11(a) or (b) and the Company’s estimation of the results of the current fiscal quarter, the Consolidated Interest Coverage Ratio is greater than 2.00:1:00, 85% of the Adjusted Funds From Operations for the current fiscal year; provided, however, that notwithstanding the existence of an Event of Default or the occurrence of an Event of Default immediately after giving effect thereto, the amounts described in clause (C) above may be paid so long as no Event of Default under Section 8.01(a) or Section 8.01(f) then exists or would exist immediately after giving effect thereto; (d) the Company may pay cash Dividends to HHRI so long as the proceeds therefrom are promptly used by HHRI to pay (x) any Permitted Tax Payments at the time and to the extent actually due and payable (but without duplication of any tax payments permitted to be made pursuant to Section 7.11(c) above to satisfy the distribution required to be made pursuant to Treasury regulations issued under Section 337(d) of the Code) and (y) any general corporate and other overhead expenses and liabilities incurred by a fractionit to the extent not otherwise prohibited by this Agreement; (e) so long as no Specified Default or Event of Default then exists or would result therefrom, the numerator Company may pay cash Dividends to HHRI in an aggregate amount not to exceed $10,000,000 for the Availability Period; and (f) the Company may pay cash Dividends to HHRI so long as HHRI promptly thereafter uses the proceeds of which is the actual number such Dividends to repurchase shares of days attributable to the partial Dividend Period its capital stock, and the denominator of which is 365Company may repurchase OP Units, subject in each case so long as (x) no Specified Default or Event of Default then exits or would result therefrom, (y) the aggregate amount of all repurchases and redemptions made pursuant to this Section 7.11(f) in any applicable withholding tax. If on any Dividend Payment Date fiscal year of HHRI does not exceed an amount equal to 1% of Adjusted Total Assets determined at the dividend payable on such date is not paid in full on all time of declaration of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or Dividend (with any unused Roll Forward Amount from one fiscal year increasing the unpaid part thereof shall amount available to be paid on as a Dividend under this Section 7.11(f) in subsequent date or dates to fiscal years). Dividends paid during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be determined by counted against the board baskets provided for in this Section 7.11 (as applicable) for purposes of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsdetermining basket availability only.

Dividends. The holders Declare or pay such dividend (other than --------- dividends payable solely in (i) common stock of the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, Person making such dividend or (ii) the unpaid part thereof shall same class of Equity Ownership Interest of the Person making such dividend on which such dividend is being declared or paid) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Ownership Interest of the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or assets, or in obligations of the Borrower or any Subsidiary or enter into or incur any Derivatives Obligations or other transaction with any financial institution, commodities or stock exchange (a "Derivatives Counterparty") obligating it to make payments to such Derivatives Counterparty as a result of any change in market value of its Equity Ownership Interests (collectively, "Dividends"), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (b) so long as no Default under Sections 7.01 and 7.05 or Event of Default exists or would result therefrom, the Borrower may (i) pay regularly accruing cash Dividends on the New Preferred Stock not to exceed $29,250,000 per fiscal year of the Borrower, with such Dividends to be paid on in accordance with the terms of the certificate of designation therefor, (ii) redeem up to $300 million of New Preferred Stock at the stated amount thereof plus accrued but unpaid dividends thereon with the excess proceeds of a subsequent rights offering of additional shares of New Preferred Stock, plus pay an associated premium of up to 2%, and (iii) redeem New Preferred Stock with the proceeds of Asset Dispositions of Arcadian Hotels in accordance with the requirements of the Securities Purchase Agreement; (c) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to the holders of its Equity Ownership Interests generally, so long as the Borrower or its respective Subsidiary which owns the Equity Ownership Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative economic holdings of equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (d) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may purchase the Borrower's common stock or common stock options from present or former officers or employees of the Borrower or any Subsidiary upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount -------- of payments under this paragraph (d) after the date hereof (net of any proceeds received by the Borrower after the date hereof in connection with resales of any common stock or dates common stock options so purchased) shall not exceed $1,000,000; and (e) Patriot OP and Wyndham Partnership may redeem outstanding OP Units, provided that any such redemptions to be determined by made in cash may only be made so long as no Default under Sections 7.01 or 7.05 or Event of Default exists or would result therefrom. Notwithstanding the board foregoing, any payments made in respect of directors on which the Corporation shall have sufficient monies properly applicableindemnity obligations, under the provisions of any applicable law purchase price adjustments and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, similar payments pursuant to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] Securities Purchase Agreement shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsconsidered Dividends.

Dividends. The Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted (it being understood that for purposes of determining compliance with or availability of any of the following exceptions any Investment made in reliance on Section 6.03(r) shall be treated as a Dividend): (a) Dividends by any Company to Borrower, any Guarantor or any Restricted Subsidiary, provided that in the case of a Subsidiary that is not a Wholly Owned Subsidiary, such Dividends shall be made pro rata (or on terms more favorable to Borrower or any other applicable Loan Party or, if neither Borrower nor any other Loan Party holds an Equity Interest in such Subsidiary, on terms more favorable to any other Subsidiary of Borrower, in each case, than to the other holders of such Subsidiary’s Equity Interests) to the Deferral Preferred Sharesholders of such Subsidiary’s Equity Interests, Series-[·] shall be entitled taking into account the relative preferences, if any, on the various classes of Equity Interests of such Subsidiary; (b) Dividends, directly or indirectly, to receive Borrower or Parent to permit Borrower or Parent, and the Corporation shall pay thereonsubsequent use of such payments by Borrower or Parent, to repurchase or redeem Qualified Capital Stock of Borrower or Parent, as and when declared applicable, held by officers, directors, employees or consultants or former officers, directors, employees or consultants (or their transferees, estates or beneficiaries under their estates) of Parent, Borrower or any of its Subsidiaries upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or to make payment on promissory notes issued to pay the board of directors out of the monies of the Corporation properly applicable purchase price with respect to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) foursuch repurchases or redemptions; provided that if an event (including a redemption) the aggregate cash consideration paid for all such redemptions and payments shall occur that results not exceed, in accrued and unpaid dividends for a partial Dividend Period becoming payableany fiscal year, the dividend payable for sum of (i) $7.0 million (plus any partial Dividend Periods shall amount not used in any fiscal year may be equal carried forward to the product obtained by multiplying next two succeeding fiscal years), plus the sum of (ii) the amount of any Net Cash Proceeds received by or contributed to Borrower from the issuance and sale since the issue date of Qualified Capital Stock of Borrower or Parent, in each case, to officers, directors or employees of Parent, Borrower or any of its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (xb), (iii) above by the Net Cash Proceeds of any “key-man” life insurance policies of Borrower and any of its Restricted Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (b) and (iv) amounts that are contemporaneously repaid to Borrower or a fraction, the numerator Subsidiary in respect of which is the actual number of days attributable loans made pursuant to Section 6.03(d); (c) (A) to the partial Dividend Period extent actually used by Parent to pay such taxes, costs and the denominator of which is 365expenses, subject in each case Dividends, directly or indirectly, by Borrower to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of Parent in an amount sufficient to permit Parent to pay franchise taxes and other fees required to maintain the Corporation payable legal existence of Parent and (B) to the extent actually used by Parent to pay such costs and expenses, Dividends, directly or indirectly, by Borrower to or on behalf of Parent in lawful money an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Parent, in the case of clauses (A) and (B) in an aggregate amount not to exceed $5.0 million in any fiscal year; (d) Permitted Tax Distributions by Borrower to Parent, so long as Parent uses such distributions to pay its taxes; (e) payments resulting from the cashless exercise of options and warrants on the Equity Interests of any Company; (f) Dividends by Borrower to Parent to make payments permitted pursuant to Sections 6.07(c) and (e); (g) cash payments in lieu of the United States issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Borrower; (less h) Dividends to Parent to finance any tax required Investment permitted to be deductedmade pursuant to Section 6.03 if such Investment were made by Borrower; provided that (i) such Dividend shall be made substantially concurrently with the closing of such Investment and (ii) Parent shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed as equity to Borrower or a Restricted Subsidiary or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 6.04) of the person formed or acquired into Borrower or a Restricted Subsidiary in order to consummate an Investment in each case, in accordance with the requirements of Section 5.10; (i) Dividends to redeem (or to permit Parent to redeem) in whole or in part any of its Equity Interests (“Retired Capital Stock”)for another class of its (or Parent’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (“Refunding Capital Stock”); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) Dividends payable solely in the Equity Interests of such person; (j) any Dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; and (k) additional Dividends in an amount not to exceed the Available Amount at the time thereof so long as prior to and after giving effect to the payment thereto, (i) no Default or Event of Default shall satisfy have occurred and be continuing and (ii) the Consolidated Leverage Ratio determined on a Pro Forma Basis shall be at least 4.25:1.00; (l) the payment of Dividends on Borrower’s common Equity Interest of up to 6% per annum of the Net Cash Proceeds received by Borrower in any public offering, other than public offerings with respect to Borrower’s common Equity Interest registered on Form S-8; provided that (i) the Available Amount shall be reduced by a corresponding amount of any such dividendsDividends and (ii) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom. The amount of all Dividends (other than cash) will be the fair market value (as determined in good faith by Borrower) on the date of such Dividend of the assets or securities proposed to be paid, transferred or issued by Borrower or such Restricted Subsidiary, as the case may be, pursuant to such Dividend.

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of Borrower (i) may pay cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash Dividends to its shareholders generally so long as Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] shall be entitled Borrower may pay Dividends to receive and Parent in order to enable Parent to repurchase outstanding shares of its capital stock (or options to purchase such capital stock) following the Corporation shall pay thereondeath, as and when declared disability, retirement or termination of employment of employees, officers or directors of any Company or upon the exercise by the board any such person of directors out any “put” right in respect of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: any such capital stock (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fouror options); provided that if the aggregate amount of Dividends paid by Borrower pursuant to this paragraph (b) shall not exceed an event aggregate amount of $3.0 million (exclusive of any amounts repaid to Borrower concurrently therewith in respect of loans made pursuant to Section 6.03(j); (c) Borrower may pay cash Dividends to Parent, so long as all proceeds thereof are promptly used by Parent to pay its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including a redemptionlegal and accounting expenses and similar expenses and customary fees to non-officer directors of Parent); provided that the aggregate amount of Dividends paid to Parent pursuant to this clause (c) shall occur that results not exceed $1.0 million in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal fiscal year of Parent; (d) Borrower or any Subsidiary may pay cash Dividends to the product obtained by multiplying the Parent in an amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment federal and state (in such states that permit consolidated or combined tax returns) income tax liability that Borrower and the Subsidiaries would have been liable for if any of the Companies had filed their taxes on a stand-alone basis, for the purpose of paying such taxes; provided that such payments shall be made by electronic funds transfer or by cheque of or Parent no earlier than five days prior to the date on behalf of the Corporation payable in lawful money of the United States (less any tax which Parent is required to be deductedmake its payments to the Internal Revenue Service, as applicable; (e) and payment thereof shall satisfy Borrower may pay Dividends to Parent of capital stock of Parent to the extent such dividendscapital stock of Parent is acquired by Borrower as a result of a foreclosure action following a default on an advance, loan and/or other extension of credit permitted pursuant to Section 6.03(j); and (f) Borrower may pay Dividends to the extent permitted by Section 6.06(h).

Dividends. The holders of the Deferral Preferred SharesUnless a Default has occurred and is continuing, Series-[·] shall each Pledgor will be entitled to receive any and all dividends and other forms of distribution on the Pledged Collateral of such Pledgor which it is otherwise entitled to receive, but any and all stock and/or liquidating dividends, distributions of property, returns of capital or other distributions made on or in respect of the Pledged Collateral of such Pledgor, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any Issuer or received in exchange for the Pledged Collateral of such Pledgor or any part thereof or as a result of any amalgamation, merger, consolidation, acquisition or other exchange of property to which any Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any Pledged Collateral of such Pledgor, will be and become part of the Pledged Collateral of such Pledgor subject to the Charges created by this Agreement and, if received by such Pledgor, unless otherwise applied by such Pledgor in a manner expressly permitted by the Administrative Agent, will immediately be delivered to the Administrative Agent or its nominee (accompanied, if appropriate, by proper and duly executed instruments of assignment or transfer in accordance with the Administrative Agent's instructions) to be held subject to the terms of this Agreement; and if any of the Pledged Collateral of any such Pledgor has been registered in the name of the Administrative Agent or its nominee, the Administrative Agent will execute and deliver (or cause to be executed and delivered) to such Pledgor all such dividend orders and other instruments as such Pledgor may request for the purpose of enabling such Pledgor to receive the dividends or other payments which such Pledgor is authorized to receive and retain pursuant to this Section. If a Default has occurred and is continuing, all rights of any Pledgor pursuant to this Section will cease and the Corporation shall pay thereon, as Administrative Agent will have the sole and when declared exclusive right and authority to receive and retain the cash dividends and other forms of cash distribution which such Pledgor would otherwise be authorized to retain pursuant to this Section. Any money and other property paid over to or received by the board of directors out of the monies of the Corporation properly applicable Administrative Agent pursuant to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any this Section will be retained by the Administrative Agent as additional Pledged Collateral of the applicable law Pledgor and under be applied in accordance with the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthis Agreement.

Dividends. The holders Parent will not, nor will the Parent permit any of its Subsidiaries to, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that (i) any Subsidiary of the Deferral Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Parent may pay regularly accruing Dividends with respect to Seller Preferred SharesStock through the issuance of additional shares of Seller Preferred Stock (but not in cash) in accordance with the terms of the documentation governing the same, Series-[·] shall be entitled (iii) the Parent may pay regularly accruing Dividends with respect to receive and the Corporation shall pay thereonPIK Preferred Stock (whether outstanding on the Third Restatement Effective Date or issued thereafter in accordance with the requirements of this clause (iii)) through the issuance of additional shares of PIK Preferred Stock (or, as and when declared alternatively, through an increase in the aggregate liquidation preference of the outstanding PIK Preferred Stock by the board of directors out amount of the monies accumulated dividends thereunder) (but not in cash) in accordance with the terms of the Corporation properly applicable PIK Preferred Stock Documents, (iv) the Borrower may pay cash Dividends to the Parent, so long as (x) there shall exist no Default or Event of Default (both before and immediately after giving effect to the payment of dividendsthereof), on each Dividend Payment Date(y) the proceeds thereof are promptly used by Parent to pay operating expenses and other similar corporate overhead costs and expenses (but excluding in any event any costs, fixed cumulative preferential cash dividends equal expenses or losses relating to the quotient obtained Development Assets) and (z) the aggregate amount of Dividends paid by dividing: the Borrower in any fiscal year of Parent pursuant to this clause (iv) does not exceed $100,000, (v) the Borrower may pay cash Dividends to the Parent in the amounts and at the times of any payment by the Parent in respect of taxes, provided that (x) the product obtained amount of cash Dividends paid pursuant to this clause (v) to enable the Parent to pay federal income taxes at any time shall not exceed the lesser of (A) the amount of such federal income taxes owing by multiplying $1,000 the Parent at such time for the respective period and (B) the amount of such federal income taxes that would be owing by the Borrower and its Subsidiaries on a rate per annum equal consolidated basis for such period if determined without regard to the rate of interest payable by the Trust on the Trust Notes as Parent's ownership of the Issue Date, by Borrower and (y) four; provided that if an event (including a redemption) any refunds shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, promptly be returned by the dividend payable for any partial Dividend Periods shall be equal Parent to the product obtained by multiplying Borrower and (vi) any Subsidiary of the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date Borrower that is not paid a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders or partners generally, so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in full on all the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Shares, Series-[·] then issued and outstanding, various classes of equity interests in such dividend Subsidiary or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions terms of any agreements applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthereto).

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive the Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of the Lead Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Lead Borrower or to other Restricted Subsidiaries of the Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Lead Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as the Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Lead Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of the Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereonnot (net of any cash proceeds received by Holdings (but in no event from any Initial Public Offering) from issuances of its Equity Interests and contributed to the Lead Borrower in connection with such redemption or repurchase), as and when declared by the board of directors out in either case, exceed during any fiscal year of the monies of the Corporation properly applicable to the payment of dividendsLead Borrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to the rate 35,000,00050,000,000 and 6.25% of interest payable by the Trust on the Trust Notes as Consolidated EBITDA of the Issue Date, by Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of the Lead Borrower or any direct or indirect parent of the Lead Borrower, the greater of $55,000,00080,000,000 and 10.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Lead Borrower; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Lead Borrower from members of management, officers, directors, employees of the Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to the Lead Borrower or the relevant Restricted Subsidiary of the Lead Borrower out of the proceeds of such offering promptly if such offering is completed; (v) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) the Lead Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, the Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable period ending after the Closing Date for which the Lead Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income or similar tax purposes of which a direct or indirect parent of the Lead Borrower is the common parent, the portion of any such U.S. federal, state, local and/or foreign income and similar taxes (including any alternative minimum taxes) of such tax group that is attributable to the taxable income of the Lead Borrower and its applicable Restricted Subsidiaries and, to the extent of the amount actually received for such purpose from its applicable Unrestricted Subsidiaries, in amounts required to pay any such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that the Lead Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of the Lead Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) payments under any domination and/or profit and loss pooling agreements; (D) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (E) general corporate operating and overhead costs, fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs, fees and expenses are reasonably attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries; (F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Lead Borrower or any Parent Company; (G) the purchase or other acquisition by Holdings or any other Parent Company of the Lead Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the product obtained Lead Borrower or any Restricted Subsidiary or (2) the merger or amalgamation (to the extent permitted in Section 10.02) into the Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (H) any customary fees and expenses related to any successful or unsuccessful debt or equity offering by multiplying any Parent Company directly attributable to the amount operations of the Lead Borrower and its Restricted Subsidiaries; (vii) the Lead Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries; (viii) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of the Lead Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) the Lead Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on the Lead Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, the sum of (x) 6.0% of the net cash proceeds received by or contributed to the capital of the Lead Borrower from any such Initial Public Offering and (y) 7.0% of the Lead Borrower’s (or any Parent Company’s) Market Capitalization; (xiii) the Lead Borrower may pay any Dividends so long as the Distribution Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Dividends; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by the Lead Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject in each case when added to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is aggregate amount of Investments pursuant to Section 10.05(xvii), shall not paid in full on all exceed the greater of $27,500,00040,000,000 and 5.0% of Consolidated EBITDA of the Deferral Preferred SharesLead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, Series-[·] then issued declaration and outstandingpayment of Dividends or the payment of other distributions by the Lead Borrower in an aggregate amount since the Closing Date, not to exceed the greater of $250,000,000400,000,000 and 50.0% of Consolidated EBITDA of the Lead Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) the Lead Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, the Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xvii) the unpaid part thereof shall be paid on a subsequent date or dates Lead Borrower may authorize, declare and pay Dividends with the cash proceeds contributed to be determined its common equity (including from the net cash proceeds of any equity issuance by the board any Parent Company), so long as, with respect to any such payments, no Event of directors on which the Corporation Default shall have sufficient monies properly applicableoccurred and be continuing or would result therefrom; (xviii) the Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) so long as no Event of Default under Section 11.01 or 11.05 has occurred and is continuing or would result therefrom, Lead Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends with any Leverage Excess Proceeds (as defined in the provisions of Cash Flow Credit Agreement as in effect on the ClosingAmendment No. 3 Effective Date) promptly upon the receipt thereof; and (xx) any applicable law and under the provisions of payment that is intended to prevent any trust indenture securing bonds, debentures or other securities Indebtedness of the CorporationLead Borrower from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Fixed Charge Coverage Ratio”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders At any time that the Revolving Credit Facility Usage is greater than zero, Borrower shall not make or declare, directly or indirectly, any dividend (in cash, return of capital, or any other form of Assets) on, or make any other payment or distribution on account of, or set aside Assets for a sinking or other similar fund for the purchase, redemption, or retirement of, or redeem, purchase, retire, or otherwise acquire, any interest of any class of equity interests in Borrower, whether now or hereafter outstanding, or grant or issue any warrant, right, or option pertaining thereto, or other security convertible into any of the Deferral Preferred Sharesforegoing, Series-[·] shall or make any other distribution in respect thereof, either directly or indirectly, whether in cash or Assets or in obligations (collectively, a “Distribution”); notwithstanding the foregoing, Borrower may make Distributions so long as (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and (b) no such Distribution could reasonably be entitled expected to receive result in a violation of any applicable provisions of Regulations T, U or X of the Federal Reserve Board; provided, further, that, notwithstanding any of the foregoing, so long as no Event of Default has occurred and is continuing or would result therefrom, Borrower may make Distributions to Guarantor to enable Guarantor to make distributions to its shareholders in an amount necessary to qualify as a “real estate investment trust” as defined in Section 856 the Code (“REIT”) and avoid the imposition of income and excise tax on Guarantor; provided, further, however, if an Event of Default has occurred and is continuing or would result therefrom, Borrower may make any such Distributions to Guarantor to enable Guarantor to make distributions to its shareholders to qualify as a REIT, solely if the sum of (i) unrestricted cash available to the Guarantor plus (ii) unrestricted cash of Subsidiaries of the Guarantor (other than Subsidiaries of Borrower) that may be distributed to the Guarantor by such Subsidiaries without violating or causing a default under the governing documents and agreements, contracts, indentures and other instruments to which such Subsidiaries are a party (such sum the “Total Unrestricted Cash”), is less than the amount of distributions that Guarantor is required to make for it to continue to qualify as a REIT. If the Total Unrestricted Cash is less than the amount of distributions that Guarantor is required to make for it to continue to qualify as a REIT (the difference between the amount of distributions that Guarantor is required to make for it to continue to qualify as a REIT and the Corporation shall pay thereonTotal Unrestricted Cash, the “Deficiency Amount”), Borrower may make Distributions to Guarantor to enable Guarantor to make distributions to its shareholders to qualify as and when declared by the board of directors out a REIT, in an amount equal to ▇▇▇▇▇▇▇▇’s Pro Rata Share (as defined below) of the monies Deficiency Amount. For the purposes of the Corporation properly applicable to foregoing, “Borrower’s Pro Rata Share” shall mean the payment portion of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends the Deficiency Amount equal to the quotient obtained by dividing: (x) the product obtained percentage of the Deficiency Amount represented by multiplying $1,000 (i) the aggregate amount of cash available to Borrower and its Subsidiaries, divided by a rate per annum equal (ii) the sum of (A) the aggregate amount of cash available to Borrower and its Subsidiaries, plus (B) the aggregate amount of restricted cash available to the rate Guarantor, plus (C) the aggregate amount of interest payable by the Trust on the Trust Notes as restricted cash of Subsidiaries of the Issue Date, by Guarantor (other than Borrower and Subsidiaries of Borrower) times (y) four; provided that if an event (including a redemption) shall occur that results in accrued the Deficiency Amount. For the avoidance of doubt, any cash available to Borrower and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods its Subsidiaries shall be equal to deemed restricted cash for the product obtained by multiplying the amount in (x) above by a fraction, the numerator purposes of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthis Section 6.5.

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary of Borrower (i) may pay cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash Dividends to its shareholders generally so long as Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Deferral Preferred Sharesvarious classes of equity interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Series-[·] shall be entitled Borrower may pay Dividends to receive and Holdings for the Corporation shall pay thereonpurpose of paying Dividends to Parent in order to enable Parent to repurchase outstanding shares of its capital stock (or options to purchase such capital stock) following the death, as and when declared disability, retirement or termination of employment of employees, officers or directors of any Company or upon the exercise by the board any such person of directors out any “put” right in respect of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: any such capital stock (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fouror options); provided that if the aggregate amount of Dividends paid by Borrower pursuant to this paragraph (b) shall not exceed an event aggregate amount of $3.0 million (exclusive of any amounts repaid to Borrower concurrently therewith in respect of loans made pursuant to Section 6.03(j); (c) Borrower may pay cash Dividends to Holdings for the purpose of paying cash Dividends to Parent, so long as all proceeds thereof are promptly used by Parent to pay its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including a redemptionlegal and accounting expenses and similar expenses and customary fees to non-officer directors of Parent); provided that the aggregate amount of Dividends paid to Holdings pursuant to this clause (c) shall occur that results not exceed $1.0 million in accrued and unpaid any fiscal year of Parent; (d) Borrower or any Subsidiary may pay cash Dividends to Holdings for the purpose of paying cash dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the Parent in an amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment federal and state (in such states that permit consolidated or combined tax returns) income tax liability that Borrower and the Subsidiaries would have been liable for if any of the Companies had filed their taxes on a stand-alone basis, for the purpose of paying such taxes; provided that such payments shall be made by electronic funds transfer or by cheque of or Parent no earlier than five days prior to the date on behalf of the Corporation payable in lawful money of the United States (less any tax which Parent is required to be deductedmake its payments to the Internal Revenue Service, as applicable; (e) and payment thereof shall satisfy Borrower may pay Dividends to Holdings for the purpose of paying dividends to Parent of capital stock of Parent to the extent such dividendscapital stock of Parent is acquired by Borrower as a result of a foreclosure action following a default on an advance, loan and/or other extension of credit permitted pursuant to Section 6.03(j); and (f) Borrower may pay Dividends to the extent permitted by Section 6.06(h).

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 75,000,000 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $120,000,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any period where Borrower or any of its Subsidiaries is a member of a consolidated, combined or similar income Tax group for U.S. federal and/or applicable state, local or foreign income or similar Tax purposes of which a direct or indirect parent of Borrower is the common parent or other applicable taxpayer, the portion of any U.S. federal, state, local and/or foreign income and similar Taxes (including any alternative minimum taxes) of such Tax group that is attributable to the taxable income of Borrower and/or its applicable Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries for such purpose, in amounts required to pay any such Taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the date hereof taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, 6.0% of the net cash proceeds contributed to the capital of Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 3.10:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $60,000,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000 and 25.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates Pro Forma Basis, as of the last day of the most recently ended Test Period, the Consolidated First Lien Net Leverage Ratio does not exceed 2.10:1.00; (xx) [reserved]; (xxi) any payment that is intended to be determined by prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the board meaning of directors on which Section 163(i)(1) of the Corporation shall have sufficient monies properly applicable, under the provisions of Code; (xxii) [reserved]; and (xxiii) any applicable law and under the provisions of any trust indenture securing bonds, debentures Dividend or other securities distribution made with the net cash proceeds or other assets or property received from a disposition permitted pursuant to Section 10.02(xxix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to Holdings to the extent provided in said Section 10.05(vi). Notwithstanding anything to the contrary in this Section 10.03, Borrower and its Restricted Subsidiaries shall not, directly or indirectly, sell or otherwise transfer any Intellectual Property that is material to the operations of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled Borrower and its Subsidiaries taken as a whole to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsUnrestricted Subsidiary.

Dividends. The holders Company will not, nor will it permit any Subsidiary to, declare or pay any Dividends, except that: (a) Any Wholly-Owned Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Company may pay Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Company or any Wholly-Owned Subsidiary of the monies Company and (b) any Subsidiary that is not a Wholly-Owned Subsidiary may pay Dividends to its shareholders generally so long as the Company or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Corporation properly applicable various classes of Equity Interests in such Subsidiary). (ii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the payment thereof), the Company may repurchase outstanding shares of dividendsits common stock (or options to purchase such common stock) following the death, on each Dividend Payment Datedisability, fixed cumulative preferential cash dividends equal retirement or termination of employment of employees, officers or directors of the Company or any of its Subsidiaries; provided that (a) all amounts used to effect such repurchases are obtained by the Company from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of the Company or any of its Subsidiaries or (b) to the quotient extent the proceeds used to effect any repurchase are not obtained as described in preceding clause (a), the aggregate amount of Dividends paid by dividing: the Company pursuant to this Section 6.10(ii) (xexclusive of amounts paid as described pursuant to preceding clause (a)) shall not exceed $1,000,000 in any fiscal year of the product obtained Company; provided that, in the event that the maximum amount which is permitted to be expended in respect of Dividends during any fiscal year pursuant to this clause (b) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to this clause (b) shall be increased by multiplying $1,000 by a rate per annum equal such unutilized amount. (iii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the rate payment thereof), the Company may repurchase outstanding shares of interest payable its common stock or equivalents thereof or rights to purchase any of the foregoing issued in connection with the Company’s directors compensation plan; provided that the aggregate amount of shares repurchased paid by the Trust Company pursuant to this Section 6.10(iii) (exclusive of amounts paid as described pursuant to Section 6.10(ii)) shall not exceed $750,000 in any fiscal year and shall not exceed a maximum of $1,750,000 for all such repurchases made on or after the Trust Notes Closing Date. (iv) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the declaration and payment thereof), the Company may pay Dividends with respect to its outstanding common stock, provided that (i) no Dividend shall be declared or paid during any fiscal year unless the Senior Leverage Ratio, determined as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all end of the Deferral Preferred Sharesimmediately preceding fiscal year, Series-[·] then issued was less than 2.50 to 1, and outstanding, (ii) the aggregate amount of such dividend Dividends declared or the unpaid part thereof paid during any fiscal year shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities not exceed 25% of the Corporation, to the payment positive Consolidated Net Income of the same. The holders of Company and its Subsidiaries for the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsimmediately preceding fiscal year.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred Sharesits Subsidiaries to, Series-[·] shall be entitled to receive and the Corporation shall authorize, declare or pay thereonany Dividends, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: except that: (i) (x) any Subsidiary of the product obtained by multiplying $1,000 by Borrower which is not a rate per annum equal Subsidiary Guarantor may pay Dividends to the rate of interest payable by the Trust on the Trust Notes as Borrower or any Wholly-Owned Subsidiary of the Issue DateBorrower, by (y) fourany Subsidiary Guarantor may pay Dividends to the Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Borrower, such Subsidiary may pay Dividends to its shareholders generally so long as the Borrower and/or its respective Subsidiaries which own equity interests in the Subsidiary paying such Dividends receive at least their proportionate share thereof (based upon their relative holdings of the equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary); (ii) the Borrower may make, pay or declare cash Dividends; provided that, for all Dividends paid pursuant to this clause (ii), (A) Dividends shall be paid within 90 days of the declaration thereof; (B) Dividends paid in respect of a fiscal quarter shall only be paid after the date of delivery of quarterly or annual financial statements for such fiscal quarter pursuant to Sections 8.01(a) and (b), as the case may be, and on or prior to 45 days after the last day of the immediately succeeding fiscal quarter, (C) no Default or Event of Default shall have occurred and be continuing at the time of declaration, (D) no Default or Event of Default shall have occurred and be continuing (or would arise after giving effect thereto) at the time of payment, and (E) on or prior to the declaration and payment of a Dividend, the Borrower shall deliver to the Administrative Agent an officer’s certificate signed by the senior financial officer of the Borrower, certifying that the requirements set forth in preceding clauses (A) through (D) are satisfied; (iii) the Borrower may purchase or redeem shares of common stock of the Borrower in market purchases under Rule 10b-18 or other purchases approved by the Borrower’s Board of Directors, any committee thereof or any authorized officer; provided that if an event (including a redemptionA) no Default or Event of Default shall occur that results in accrued have occurred and unpaid dividends for a partial Dividend Period becoming payablebe continuing at the time of any such purchases, the dividend payable for any partial Dividend Periods (B) no Default or Event of Default shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case arise after giving effect to any applicable withholding tax. If on any Dividend Payment Date such purchases and (C) the dividend payable on such date is not paid Borrower in full on all the exercise of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, its rights under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] this Section 9.03(iii) shall not be entitled permitted to any dividends purchase or redeem shares beneficially owned directly or indirectly by P▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇; and (iv) the Borrower may authorize, declare and distribute a dividend of Rights (as such term is defined and which are convertible into other than or securities as set forth in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made Shareholder Rights Agreement) as contemplated by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsShareholder Rights Agreement.

Dividends. The holders Borrowers will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Lead Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Lead Borrower or to other Restricted Subsidiaries of Lead Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Lead Borrower may declare and pay cash Dividends to its shareholders generally so long as Lead Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Lead Borrower may pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from future , current or former members of management, employees, consultants, officers and directors (and their successors and assigns, estates, heirs, family members, spouses, domestic partners, former spouses or former domestic partners) of Lead Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Lead Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to Lead Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Lead Borrower, the greater of $25,500,000 and 1.50% of Consolidated Total Assets (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Second Restatement Effective Date, where the net proceeds of such sale are received by or contributed to Lead Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Lead Borrower from future, current or former members of management, officers, directors or employees (or their successors and assigns, estates, heirs, family members, spouses, domestic partners, former spouses or former domestic partners) of Lead Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Lead Borrower may pay thereoncash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred -106- MACROBUTTON DocID by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Lead Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and when declared by any other Parent Company shall cause the board amount of directors such expenses to be repaid to Lead Borrower or the relevant Restricted Subsidiary of Lead Borrower out of the monies proceeds of such offering promptly if such offering is completed; (v) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Lead Borrower may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Lead Borrower and its Restricted Subsidiaries; (B) with respect to any taxable year (or portion thereof) ending after the Second Restatement Effective Date with respect to which any Borrower (a) is treated as a corporation for U.S. federal, state, and/or local income tax purposes and (b) is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which Holdings or any other Parent Company is the common parent, federal, state and local income Taxes (including minimum Taxes) (or franchise and similar Taxes imposed in lieu of such minimum Taxes) that are attributable to the taxable income of Lead Borrower and its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Lead Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant to this clause (B) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or the Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar Taxes; (C) customary salary, bonus and other benefits payable to officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Lead Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Lead Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Lead Borrower of all or substantially all of the Corporation properly applicable to the payment property and assets or business of dividendsany Person, on each Dividend Payment Dateor of assets constituting a business unit, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate line of interest payable by the Trust on the Trust Notes as business or division of such Person, or of all of the Issue Date, by (y) fourEquity Interests in a Person; provided that if an event such purchase or other acquisition had been made by MACROBUTTON DocID Lead Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Lead Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.02) into Lead Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company directly attributable to the operations of Lead Borrower and its Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (C) and (D) of this clause (vi) shall occur that results not exceed the greater of $17,000,000 and 1.00% of Consolidated Total Assets (measured at the time of such Dividend) in accrued any fiscal year; (vii) reasonable and unpaid dividends for a partial Dividend Period becoming payablecustomary indemnities to directors, officers and employees of Holdings or any other Parent Company in the dividend payable for any partial Dividend Periods shall be equal ordinary course of business, to the product obtained extent reasonably attributable to the ownership or operation of Lead Borrower and its Restricted Subsidiaries; (viii) Lead Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by multiplying Holdings (or subsequently paid to any other Parent Company) for payment of obligations under or in respect of director and officer insurance policies to the amount in extent reasonably attributable to the ownership or operation of Lead Borrower and its Restricted Subsidiaries; (ix) any Dividend used to fund the Transaction, including Transaction Costs; (x) above [Reserved]; (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend to Verra Mobility to fund a payment of dividends on Verra Mobility’s common stock, not to exceed, in any fiscal year, 5% of Verra Mobility’s market capitalization; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.20:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Lead Borrower and the Guarantors; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $30,000,000 and 1.75% of Consolidated Total Assets (measured at the time of such Dividend); (xv) the declaration and payment of Dividends or the payment of other distributions by Lead Borrower in an aggregate amount since the Second Restatement Effective Date not to exceed the greater of $144,500,000 and 8.50% of Consolidated Total Assets (measured at the time of such Dividend); (xvi) Lead Borrower and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a fractionRestricted Subsidiary, the numerator Lead Borrower or a Restricted Subsidiary receives at least its pro rata share of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; MACROBUTTON DocID (xvii) Lead Borrower may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company, so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xviii) Lead Borrower and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicablePro Forma Basis, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities as of the Corporationlast day of the most recently ended Test Period, the Consolidated Total Net Leverage Ratio does not exceed 3.75:1.00; and (xx) to the extent constituting Dividends, the Borrowers (or any Parent Company) and each Restricted Subsidiary may enter into and consummate transactions permitted by any provision of Section 10.05. In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment of the same. The holders of the Deferral Preferred Sharesextent such loan or advance remains unpaid, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required deemed to be deducted) and payment thereof shall satisfy such dividendscash Dividends paid to Holdings to the extent provided in said Section 10.05(vi).

Dividends. The holders Borrower will not, nor will it permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Borrower or any of its Subsidiaries, except that: (a) any Subsidiary of Borrower may (x) pay Dividends to Borrower or to any Wholly-Owned Subsidiary of Borrower and (y) if such Subsidiary is not a Wholly-Owned Subsidiary of Borrower, pay Dividends to its shareholders, partners or members generally so long as Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account that the relative preferences, if any, of the Deferral Preferred Shares, Series-[·] various classes of equity interests in such Subsidiary); (b) so long as there shall be entitled to receive exist no Default or Event of Default (both before and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable after giving effect to the payment thereof), and Borrower provides Lender prior notice of dividendsits intent to effect Permitted Share Repurchases based on authorization of a repurchase plan by the Board of Directors of Borrower, Borrower may effect Permitted Share Repurchases funded with any combination of Cash on Hand, proceeds from a Revolving Loan, proceeds from a Delayed Draw-Down Term Loan, or proceeds from Permitted Subordinated Debt, provided, that, Cash on Hand used for Permitted Share Repurchases will be limited to $5,000,000 for the fiscal year ending December 31, 2018, and $7,500,000 for each Dividend Payment Datefiscal year thereafter. (c) Borrower may pay or make Dividends (other than Dividends arising on account of repurchases by Borrower of common stock or other equity interests in Borrower) so long as (i) no Default or Event of Default then exists or would result therefrom, fixed cumulative preferential cash dividends equal (ii) calculations are made by Borrower with respect to the quotient obtained by dividing: financial covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on Pro Forma Basis as if the respective Dividend (xas well as all other Dividends theretofore paid or made after the first day of such Calculation Period) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust had occurred on the Trust Notes first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with as of the Issue Datelast day of such Calculation Period, and (iii) in connection with the payment or making of cash Dividends to holders of its capital stock, Borrower shall have delivered to Lender (with copies for Lender) a certificate executed by one of its Authorized Officers certifying compliance with the requirements of preceding clauses (yi) four; provided that if through (iii), inclusive, and containing the calculations (in reasonable detail) required by preceding clause (ii). (d) For purposes of compliance with this Section 9.03, unless an event (including a redemption) shall occur that results in accrued Event of Default has occurred and unpaid dividends for a partial Dividend Period becoming payableis continuing, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on Borrower may pay any Dividend Payment Date within 70 days after the dividend payable on date of declaration thereof, if at the date of declaration such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall payment would have sufficient monies properly applicable, under complied with the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsthis Agreement.

Dividends. The Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that: (a) any Subsidiary (i) may pay cash Dividends to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash Dividends to its equityholders generally so long as Borrower or its Subsidiary which owns the Equity Interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary); (b) so long as no Default exists or would result therefrom, Borrower may pay Dividends to Holdings for the purpose of enabling Holdings to, and Holdings may, repurchase outstanding shares of its common stock (or elects to purchase such common stock) following the death, disability, retirement or termination of employment of employees, officers or directors of any Company; provided, that, such Dividends and repurchases may be made solely from (i) a substantially concurrent issuance of Holdings’s common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of any Company or to any Permitted Holder, (ii) the proceeds of any other Equity Issuance completed during the fiscal year in which such repurchase is made, (iii) proceeds received by any Loan Party from the proceeds of any key man life insurance policy maintained for the benefit of any Loan Party and (iv) other cash available to any Loan Party in an aggregate amount not to exceed $2,000,000 in any fiscal year; (c) Borrower may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its franchise taxes and operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including legal and accounting expenses and similar expenses and customary fees to non-officer directors of Holdings); provided, that the aggregate amount of Dividends paid to Holdings pursuant to this clause (c) shall not exceed $350,000 in any fiscal year of Holdings; (d) Borrower may pay cash Dividends to Holdings for the purpose of paying, so long as all proceeds thereof are promptly used by Holdings to pay, its income tax when and as due or management fees permitted to be paid pursuant to Section 6.07(d); (e) On the Closing Date from the proceeds of the Senior Notes, Borrower may pay Dividends to Holdings for the purpose of enabling Holdings to, and Holdings shall use the proceeds of such Dividends to, (i) pay Dividends to its shareholders in an aggregate amount not to exceed $82,600,000 and (ii) repay the NOL Loan in an aggregate principal amount not to exceed $13,900,000 plus accrued interest thereon; (f) So long as no Default or Event of Default exists or would result therefrom, within 365 days after the later of (i) the consummation of any or each Asset Sale permitted pursuant to Section 6.05(m) and (ii) if such an offer is required pursuant to the Senior Note Documents, the completion of the required offer to repay or redeem Senior Notes pursuant to the Senior Note Documents in connection therewith, Borrower may pay Dividends to Holdings for the purpose of enabling Holdings to pay Dividends to its shareholders in an aggregate amount for all such Dividends paid pursuant to this Section 6.06(f) not to exceed (i) the lesser of (x) $40 million, (y) the amount of Dividends payable to Holdings at such time pursuant to the terms of the Senior Note Documents and (z) the Net Cash Proceeds received in connection with Asset Sales permitted pursuant to Section 6.05(m), less (ii) the aggregate amount of such Net Cash Proceeds that are so offered to (and that have been accepted by) the holders of the Deferral Preferred Shares, Series-[·] Senior Notes as a repayment or redemption of such Senior Notes or used to voluntarily prepay or redeem Senior Notes as permitted by Section 6.09. Any such Dividend shall only be entitled permitted pursuant to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable this clause (f) if at least three (3) Business Days prior to the payment of dividendsthereof, on each Dividend Payment Datethe Borrower shall have provided the Administrative Agent projections, fixed cumulative preferential cash dividends equal in form and substance reasonably satisfactory to the quotient obtained by dividing: (x) Administrative Agent, demonstrating that the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes projected Total Liquidity as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator last day of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities twelve fiscal months of the Corporation, to Borrower ending after the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] such Dividend shall not be entitled to any dividends other less than $15,000,000; (g) So long as no Default or in excess Event of Default exists or would result therefrom, within 90 days after its receipt of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque proceeds from any NOL Payment, Holdings may pay Dividends to its shareholders in an amount not to exceed the amount of or on behalf such proceeds so received (net of the Corporation any taxes payable in lawful money connection therewith); and (h) So long as no Default or Event of Default exists or would result therefrom, the United States (less Borrower may pay Dividends to Holding to permit Holdings to pay expenses incurred by Holdings in connection with any tax required future initial public offering of Holdings in an aggregate amount not to be deducted) and payment thereof shall satisfy such dividendsexceed $2.0 million since the Closing Date.

Dividends. The holders Borrower will not, nor will it permit any Subsidiary to, declare or pay any Dividends, except that: (a) Any Wholly-Owned Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or any Wholly-Owned Subsidiary of the monies Borrower and (b) any Subsidiary that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Corporation properly applicable various classes of Equity Interests in such Subsidiary). (ii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the payment thereof), the Borrower may repurchase outstanding shares of dividendsits common stock (or options to purchase such common stock) following the death, on each Dividend Payment Datedisability, fixed cumulative preferential cash dividends equal retirement or termination of employment of employees, officers or directors of the Borrower or any of its Subsidiaries; provided that (a) all amounts used to effect such repurchases are obtained by the Borrower from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of the Borrower or any of its Subsidiaries or (b) to the quotient extent the proceeds used to effect any repurchase are not obtained as described in preceding clause (a), the aggregate amount of Dividends paid by dividing: the Borrower pursuant to this Section 6.10(ii) (xexclusive of amounts paid as described pursuant to preceding clause (a)) shall not exceed $1,000,000 in any fiscal year of the product obtained Borrower; provided that, in the event that the maximum amount which is permitted to be expended in respect of Dividends during any fiscal year pursuant to this clause (b) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to this clause (b) shall be increased by multiplying $1,000 by a rate per annum equal such unutilized amount. (iii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the rate payment thereof), the Borrower may repurchase outstanding shares of interest payable its common stock or equivalents thereof or rights to purchase any of the foregoing issued in connection with the Borrower’s directors compensation plan; provided that the aggregate amount of shares repurchased paid by the Trust Borrower pursuant to this Section 6.10(iii) (exclusive of amounts paid as described pursuant to Section 6.10.(ii)) shall not exceed $750,000 in any fiscal year and shall not exceed a maximum of $1,750,000 for all such repurchases made on or after the Trust Notes date hereof. (iv) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the declaration and payment thereof), the Borrower may pay Dividends with respect to its outstanding common stock, provided that (i) no Dividend shall be declared or paid during any fiscal year unless the Senior Leverage Ratio, determined as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all end of the Deferral Preferred Sharesimmediately preceding fiscal year, Series-[·] then issued was less than 2.50 to 1, and outstanding, (ii) the aggregate amount of such dividend Dividends declared or the unpaid part thereof paid during any fiscal year shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities not exceed 25% of the Corporation, to the payment positive Consolidated Net Income of the same. The holders of Borrower and its Subsidiaries for the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsimmediately preceding fiscal year.

Dividends. The holders of the Deferral Preferred Shares, Series-[·] shall be entitled to receive Holdings and the Corporation Borrowers will not, and will not permit any of their Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (i) any Subsidiary of GWR may pay Dividends to (x) GWR or (y) any Wholly-Owned Subsidiary of GWR; (ii) GWR may pay cash Dividends to Holdings in the amounts and at the times of any payment by Holdings in respect of taxes, provided that any refunds received by Holdings shall promptly be returned by Holdings to GWR; (iii) GWR may pay thereoncash Dividends to Holdings in an amount not to exceed $1,500,000 in any fiscal year so long as the proceeds thereof are promptly used by Holdings to pay expenses in the ordinary course of business; (a) Holdings may redeem or purchase shares of its capital stock or other equity interests (or options to purchase its capital stock or other equity interests) held by management of Holdings or any of its Subsidiaries or employees following the termination of their employment (by death, disability, termination, resignation or retirement) or following a determination by management of Holdings in good faith that a hardship exists as and when declared by the board to any member of directors out of the monies of the Corporation properly applicable to the payment of dividendsmanagement or any employee, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: provided that (x) the product obtained only consideration paid by multiplying Holdings in respect of such redemptions and/or purchases shall be cash and Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes, shall not exceed $1,000 2,000,000 in any fiscal year of Holdings (plus the amount available to be used pursuant to this clause (iv)(a)(y) in prior fiscal years and not so used, but in no event more than $8,000,000 in the aggregate after the Effective Date), provided that all such amounts shall be increased by a rate per annum (I) an amount equal to the rate net cash proceeds received by Holdings after the Effective Date from the sale or issuance of its equity interests (to the extent not used to effect a Permitted Acquisition) and (II) an amount equal to key man life insurance proceeds received by Holdings and its Subsidiaries after the Effective Date and (z) at the time of any cash payment permitted to be made pursuant to this Section 8.03(iv), including any cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; and (b) so long as no Default or Event of Default then exists or would result therefrom, GWR may pay cash Dividends to Holdings so long as Holdings promptly uses such proceeds for the purposes described in clause (iv)(a) of this Section 8.03 (including for the purpose of making interest payable by or principal payments on any Shareholder Subordinated Note); (v) Holdings may pay Dividends on any outstanding Qualified Preferred Equity solely through the Trust on issuance of additional shares or units of Qualified Preferred Equity, or through accretion, but not in cash; (vi) the Trust Notes as Transaction shall be permitted (and GWR may pay cash Dividends to Holdings to enable Holdings to consummate the Transaction); (vii) ▇▇▇▇▇▇▇ Foreign Sales Corp. may pay Dividends to Holdings; (viii) GWR may pay Dividends to Holdings to enable Holdings to make payments of the Issue Date, by type referred to in Section 8.06(v); (yix) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal GWR may pay Dividends to the product obtained by multiplying the amount in Holdings to enable Holdings to make loans pursuant to Section 8.05(iii); (x) above by a fraction, the numerator of which is the actual number of days attributable GWR may pay Dividends to the partial Dividend Period and the denominator of which is 365, subject in each case Holdings to any applicable withholding tax. If enable Holdings to make required payments on any Dividend Payment Date Permitted Earn-Out Debt and Permitted Earn-Out Preferred Equity (and Holdings may make such payments) in accordance with the dividend payable on terms thereof; and (xi) non-Wholly-Owned Subsidiaries of Holdings acquired pursuant to Section 8.05(xvi) may pay Dividends, so long as any such date is not Dividends are paid in full on pro rata to all equity holdings of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsSubsidiaries.

Dividends. The holders Borrower will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Borrower or any of its Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of a Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Borrower or to other Restricted Subsidiaries of Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to its shareholders generally so long as Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Borrower may authorize, declare and pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by Borrower to Holdings pursuant to this clause (iii), and the Corporation aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall pay thereon, as and when declared not (net of any cash proceeds received by the board Holdings (but in no event from any Initial Public Offering) from issuances of directors out of the monies of the Corporation properly applicable its Equity Interests (other than to the payment extent included in the Available Amount) and contributed to Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of dividendsBorrower, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying greater of $1,000 by a rate per annum equal to 75,000,00083,562,500 and 6.25% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the rate most recently ended Test Period (measured at the time of interest payable by the Trust on the Trust Notes as of the Issue Date, by such Dividend) or (y) foursubsequent to the consummation of any Initial Public Offering of common stock or other comparable equity interests of Borrower or any direct or indirect parent of Borrower, the greater of $120,000,000133,700,000 and 10% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Borrower from members of management, officers, directors, employees of Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be repaid to Borrower or the relevant Restricted Subsidiary of Borrower out of the proceeds of such offering promptly if such offering is completed; (v) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay costs (including all professional fees and expenses) incurred by Holdings or any other Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with Requirements of Law, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) Borrower may authorize, declare and pay cash Dividends or other distributions, or make loans or advances to, any Parent Company or the equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings, Borrower and its Restricted Subsidiaries; (B) with respect to any period where Borrower or any of its Subsidiaries is a member of a consolidated, combined or similar income Tax group for U.S. federal and/or applicable state, local or foreign income or similar Tax purposes of which a direct or indirect parent of Borrower is the common parent or other applicable taxpayer, the portion of any U.S. federal, state, local and/or foreign income and similar Taxes (including any alternative minimum taxes) of such Tax group that is attributable to the taxable income of Borrower and/or its applicable Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries for such purpose, in amounts required to pay any such Taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless of when paid) shall not exceed the aggregate amount of such Taxes that Borrower and/or its applicable Restricted Subsidiaries (and, subject to the limitation described above, any applicable Unrestricted Subsidiaries of Borrower) would have been required to pay with respect to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate tax group for all applicable taxable periods ending after the Closing Date taking into account any applicable limitations on the ability to utilize net operating loss carryforwards and similar tax attributes under the Code; (C) customary salary, bonus and other benefits payable to directors, officers and employees of any Parent Company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (D) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Borrower and its Restricted Subsidiaries; (E) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any Parent Company; (F) the purchase or other acquisition by Holdings or any other Parent Company of Borrower of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that if an event such purchase or other acquisition had been made by Borrower, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14; provided that (including a redemptionA) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payablesuch dividend, the dividend payable for any partial Dividend Periods distribution, loan or advance shall be equal made concurrently with the closing of such purchase or other acquisition and (B) such Parent Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Borrower or any Restricted Subsidiary or (2) the merger (to the product obtained extent permitted in Section 10.02) into Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (G) any customary fees and expenses related to any unsuccessful equity offering by multiplying any Parent Company directly attributable to the amount operations of Borrower and its Restricted Subsidiaries; (vii) Borrower and its Restricted Subsidiaries may give reasonable and customary indemnities to directors, officers and employees of Holdings or any other Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Borrower and its Restricted Subsidiaries; (viii) Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) for payment of (x) above by a fraction, obligations under or in respect of director and officer insurance policies to the numerator of which is the actual number of days extent reasonably attributable to the partial ownership or operation of Borrower and its Restricted Subsidiaries or (y) indemnification obligations owing to the Sponsor and Sponsor Affiliates under the Advisory Agreement; (ix) any Dividend Period used (x) to fund the Transaction, including Transaction Costs, and (y) in order to satisfy deferred purchase price, earn-outs and contingent payments in respect of any amounts due and owing as provided for in the Acquisition Agreement; (x) Borrower may authorize, declare and pay cash Dividends to Holdings (who may subsequently authorize, declare and pay cash Dividends to any other Parent Company) so long as the proceeds thereof are used to pay the Sponsor or Sponsor Affiliate fees, expenses and indemnification payments that are then permitted to be paid pursuant to Sections 10.06(v), 10.06(vii) and 10.06(xii); (xi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xii) a Dividend (including to any Parent Company) to fund a payment of dividends on Borrower’s or any Parent Company’s common stock following an Initial Public Offering of such common stock after the Closing Date, not to exceed, in any fiscal year, 6.0% of the net cash proceeds contributed to the capital of Borrower from any such Initial Public Offering; (xiii) any Dividends to the extent the same are made solely with the Available Amount, so long as, solely to the extent clause (a)(ii) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Consolidated First Lien Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 3.10:1.00; (xiv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Borrower and the denominator Guarantors; provided that the aggregate amount of which is 365such purchases, subject when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $60,000,00066,850,000 and 5.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xv) the authorization, declaration and payment of Dividends or the payment of other distributions by Borrower in an aggregate amount since the Closing Date not to exceed the greater of $250,000,000334,250,000 and 25.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend); (xvi) Borrower and each Restricted Subsidiary may authorize, declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case to any applicable withholding tax. If on any of Dividend Payment Date the dividend payable on such date is not paid in full on all or other distribution by a Restricted Subsidiary, Borrower or a Restricted Subsidiary receives at least its pro rata share of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or distribution; (xvii) Borrower may authorize, declare and pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity (including from the net cash proceeds of any equity issuance by any Parent Company), so long as, with respect to any such payments, no Event of Default shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xvii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(iii) of the definition of “Available Amount”; (xviii) Borrower and any Restricted Subsidiary may authorize, declare and pay Dividends within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xix) any Dividends, so long as (x) at the time of and after giving effect to such Dividend, no Event of Default has occurred and is continuing and (y) on a subsequent date or dates Pro Forma Basis, as of the last day of the most recently ended Test Period, the Consolidated First Lien Net Leverage Ratio does not exceed 2.10:1.00; (xx) [reserved]; (xxi) any payment that is intended to be determined by prevent any Indebtedness of Borrower from being treated as an “applicable high yield discount obligation” within the board meaning of directors on which Section 163(i)(1) of the Corporation shall have sufficient monies properly applicable, under the provisions of Code; (xxii) [reserved]; and (xxiii) any applicable law and under the provisions of any trust indenture securing bonds, debentures Dividend or other securities distribution made with the net cash proceeds or other assets or property received from a disposition permitted pursuant to Section 10.02(xxix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the Corporationdefinitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to Holdings pursuant to Section 10.05(vi) shall, to the payment extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to Holdings to the extent provided in said Section 10.05(vi). Notwithstanding anything to the contrary in this Section 10.03, Borrower and its Restricted Subsidiaries shall not, directly or indirectly, sell or otherwise transfer any Intellectual Property that is material to the operations of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled Borrower and its Subsidiaries taken as a whole to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsUnrestricted Subsidiary.

Dividends. The holders of Authorize, declare or pay, directly or indirectly, any Dividends, except that the Deferral Preferred Shares, Series-[·] following shall be entitled permitted: (a) Dividends by any Company to receive PESRM or any Guarantor; (b) payments to Holdings to permit Holdings, to repurchase or redeem Qualified Capital Stock of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance, resignation or termination of employment or service or pursuant to any employee or directors’ and/or officers’ equity or stock compensation plan; provided, that the aggregate cash consideration paid for all such redemptions and the Corporation payments shall pay thereonnot exceed, as in any fiscal year, $[**] (and when declared by the board up to [**]% of directors out of the monies of the Corporation properly applicable such $[**] not used in any fiscal year may be carried forward to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal next succeeding (but no other) fiscal year); (i) to the quotient obtained extent actually used by dividing: (x) the product obtained Holdings or Intermediate Holdco to pay such Taxes, costs and expenses, payments by multiplying $1,000 by a rate per annum equal PESRM to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of Holdings or Intermediate Holdco in an amount sufficient to pay franchise taxes and other fees required to maintain the Corporation legal existence of Holdings or Intermediate Holdco and (ii) payments by PESRM to or on behalf of Holdings or Intermediate Holdco in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings or Intermediate Holdco in an aggregate amount not to exceed $[**] in any fiscal year; (d) Dividends, provided that both before and after giving effect to any such Dividend, (i) Pro Forma Liquidity shall be greater than the Threshold Basket Amount, (ii) no Default or Event of Default shall have occurred or shall result therefrom and (iii) ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is not less than the Minimum Fixed Charge Coverage Ratio and it being understood that such Dividend shall be included in the calculation of Consolidated Fixed Charges for purposes of this subclause (iii); (e) Permitted Tax Distributions and Employee Payment Distributions; (f) PESRM and each Subsidiary may declare and make dividend payments or other distributions payable solely in lawful money the Equity Interests (other than Disqualified Capital Stock) of such Person; (g) to the extent ultimately contributed to PESRM, the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Capital Stock) of Holdings and, to the extent ultimately contributed to PESRM, Equity Interests of any of Holdings’ direct or indirect parent companies, in each case, to members of management, directors or consultants of Holdings, PESRM or any of their Subsidiaries; (h) any amount paid to Sponsor pursuant to the terms of the United States Advisory Agreement, but only to the extent that no Event of Default or Trigger Event (less as such term is defined in the Senior Secured Credit Facility) has occurred and is continuing; (i) the Transactions as contemplated by the Transaction Documents, including (i) a conveyance, transfer or assignment of the North Yard and the West Yard to Sunoco or any tax required nominee of Sunoco and (ii) the sale of the North Yard Assets and the Other Logistics Assets to be deductedany third party; (j) Dividends permitted under Section 11.02(g)(ii) and payment thereof Section 11.08; (k) upon consummation of an IPO, (i) the net proceeds received by PESRM from the sale of securities in such IPO and (ii) dividends from Available Cash on and following such consummation, provided that, in the case of this clause (ii), after giving effect to any such dividend, Liquidity shall satisfy equal or exceed the greater of (x) an amount equal to [**]% of the then current Borrowing Base and (y) $[**]; and (l) Dividends taking the form of issuance of Qualified Capital Stock in PESRM; (m) prior to, but in contemplation of an IPO, Dividends equal to existing cash and accounts receivable of PESRM (which upon consummation of the IPO (and in no event later than three (3) Business Days after the making of such dividendsDividends), shall be replaced with an equal amount of IPO proceeds (which portion of the IPO proceeds shall not, for the avoidance of doubt, be distributed pursuant to clause (k)(i) above); and (n) a distribution of the Equity Interests of PESA to an Affiliate Transferee, so long as PESA does not own any material portion of the Refinery, ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provided that, notwithstanding anything to the contrary herein, Dividends permitted pursuant to any of the foregoing clauses shall not be included in the calculation of total amount of Dividends consummated pursuant to any other of the foregoing clauses.

Dividends. The holders Holdings will not, and will not permit any of the Deferral Preferred SharesRestricted Subsidiaries to, Series-[·] shall be entitled pay any Dividends with respect to receive Holdings or any of the Restricted Subsidiaries, except that: (i) any Restricted Subsidiary of Holdings may pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to Holdings or to other Restricted Subsidiaries of Holdings which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of Holdings may declare and pay cash Dividends to its shareholders generally so long as Holdings or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, Holdings may pay cash Dividends to any Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Parent Company from management, employees, officers and directors (and their successors and assigns) of Holdings and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) fourRestricted Subsidiaries; provided that if an event (including a redemptionA) the aggregate amount of Dividends made by Holdings pursuant to this clause (iii), and the aggregate amount paid by such Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) in connection with such redemption or repurchase), in either case, exceed during any fiscal year of Holdings, the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying increase the amount of cash Dividends permitted to be paid in the succeeding two (x2) above fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by a fractionan amount not to exceed: (I) the cash proceeds of key man life insurance policies received by Holdings or any of the Restricted Subsidiaries after the Amendment and Restatement Effective Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings or of any Parent Company which net proceeds are contributed to Holdings, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to members of management, managers, directors or consultants of any applicable withholding tax. If on Parent Company or any of its Subsidiaries that occurs after the Amendment and Restatement Effective Date; provided that the amount of any such net proceeds that are utilized for any Dividend Payment under this clause (iii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to Holdings from members of management, officers, directors, employees of Holdings or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) Holdings may pay cash Dividends to any Parent Company to pay expenses incurred by any Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to Holdings, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as such Parent Company shall cause the amount of such expenses to be repaid to Holdings or the relevant Restricted Subsidiary of Holdings out of the proceeds of such offering promptly if such offering is completed; (v) Holdings may pay cash Dividends to any Parent Company to pay costs (including all professional fees and expenses) incurred by such Parent Company in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act or the respective rules and regulations promulgated thereunder; (vi) for any taxable period in which (a) Holdings and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar tax group whose common parent is a Parent Company (a “Tax Group”) or (b) Holdings is a pass-through entity for U.S. federal income tax purposes that is owned by a Parent Company that is a corporation for U.S. federal income tax purposes (directly or indirectly through one or more corporate subsidiaries of such Parent Company (any such corporate subsidiaries, together with such Parent Company, the “Corporate Owners”)), Holdings may make distributions to any Parent Company to pay any consolidated, combined, unitary or similar U.S. federal, state, local and/or foreign income or similar income Taxes of such Tax Group, as applicable, or to any Corporate Owner to pay the U.S. federal, state, local and/or foreign income or similar Taxes of such Corporate Owner, in each case that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries, as applicable; provided that (A) the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that Holdings and/or its applicable Subsidiaries would have been required to pay in respect of such taxable period if such entity(ies) were a stand-alone corporate taxpayer or stand-alone corporate tax group consisting only of Holdings and/or such Subsidiaries for all relevant taxable periods, (B) the portion of any payment otherwise permitted pursuant to this clause (vi) with respect to any Taxes attributable to the income of any Unrestricted Subsidiary shall be limited to the amount actually paid by such Unrestricted Subsidiary to Holdings or any Credit Party for the purposes of paying such Taxes, and (C) with respect to any taxable period (or portion thereof) ending prior to the Amendment and Restatement Effective Date, payments pursuant to this clause (vi) shall be permitted only to the extent relating to Tax adjustments that arise after the Amendment and Restatement Effective Date as a result of audits or other Tax proceedings; (vii) Holdings may pay cash dividends or other distributions, or make loans or advances to, any Parent Company or the dividend equity interest holders thereof in amounts required for any Parent Company or the equity interest holders thereof to pay, in each case without duplication: (A) franchise Taxes (and other fees and expenses) required to maintain their existence to the extent such Taxes, fees and expenses are reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; (B) customary salary, bonus and other benefits payable on to officers and employees of any Parent Company to the extent such date is not paid salaries, bonuses and other benefits are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries; (C) general corporate operating and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) of any Parent Company to the extent such costs and expenses are reasonably attributable to the ownership or operations of Holdings and the Restricted Subsidiaries (including, for the avoidance of doubt, administrative costs and expenses of Syncom-Iridium Holdings Corp. and/or Iridium Blocker-B. Inc.); (D) cash payments in full on lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings or any Parent Company; (E) for the purchase or other acquisition by any Parent Company of all or substantially all of the Deferral Preferred Sharesproperty and assets or business of any Person, Series-or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person; provided that (1) if such purchase or other acquisition had been made by Holdings, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 9.14, (2) such dividend, distribution, loan or advance shall be made concurrently with the closing of such purchase or other acquisition and (3) such Parent Company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to Holdings or any Restricted Subsidiary or (y) the merger (to the extent permitted in Section 10.02) into Holdings or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition; and (F) any customary fees and expenses related to any unsuccessful equity offering by any Parent Company reasonably attributable to the operations of Holdings and the Restricted Subsidiaries; provided that the aggregate amount of Dividends made pursuant to subclauses (B), (C) and (F) of this clause (vii) shall not exceed the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend) in any fiscal year; (viii) reasonable and customary indemnities to directors, officers and employees of any Parent Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (ix) Holdings may pay cash Dividends to any Parent Company for payment of obligations under or in respect of director and officer insurance policies to the extent reasonably attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (x) [·] reserved]; (xi) Holdings may pay cash Dividends to any Parent Company so long as the proceeds thereof are used to pay fees, expenses and indemnification payments that are then issued permitted to be paid pursuant to Sections 10.06(vii) and outstanding10.06(xii); (xii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards; (xiii) a Dividend to any Parent Company to fund a payment of dividends on such Parent Company’s common stock, not to exceed, in any fiscal year, 5.0% of such Parent Company’s Market Capitalization; (xiv) any Dividends to the extent the same are made solely with the Available Amount; provided that to the extent clause (a)(i)(B) of the definition of “Available Amount” is being utilized, at the time of, and after giving effect to such Dividend on a Pro Forma Basis, (x) no Event of Default under Section 11.01(a) or Section 11.01(e) shall have occurred and be continuing and (y) the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 5.50:1.00; (xv) purchases of minority interests in Restricted Subsidiaries that are not Wholly-Owned Subsidiaries by Credit Parties; provided that the aggregate amount of such purchases, when added to the aggregate amount of Investments pursuant to Section 10.05(xvii), shall not exceed the greater of $44,300,000 and 10.0% of LTM Consolidated EBITDA (measured at the time of such Dividend); (xvi) the declaration and payment of Dividends or the payment of other distributions by Holdings, so long as the Consolidated Total Net Leverage Ratio, on a Pro Forma Basis as of the last day of the most recently ended Test Period, does not exceed 4.00:1.00 and no Event of Default shall have occurred and be continuing or result therefrom; (xvii) Holdings and each Restricted Subsidiary may declare and make Dividend payments or other distributions payable solely in the Equity Interests of such Person so long as in the case of Dividend or other distribution by a Restricted Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; (xviii) Holdings may pay Dividends with the unpaid part thereof cash proceeds contributed to its common equity from the net cash proceeds of any equity issuance by any Parent Company completed after the Amendment and Restatement Effective Date, so long as, with respect to any such payments, no Event of Default under Section 11.01(a) or 11.01(e) shall have occurred and be paid continuing or would result therefrom; provided that the amount of any such cash proceeds that are utilized for any Dividend under this clause (xviii) will not be considered to be cash proceeds of Equity Interests for purposes of clause (a)(ii) of the definition of “Available Amount”; (xix) Holdings and any Restricted Subsidiary may pay Dividends within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; (xx) [reserved]; (xxi) Holdings and any Restricted Subsidiary may make payments and distributions to dissenting stockholders pursuant to applicable law pursuant to or in connection with a sale, consolidation, merger or transfer of Holdings and the Restricted Subsidiaries taken as a whole that complies with the terms of this Agreement, including Section 10.02 hereof; (xxii) Holdings and any Restricted Subsidiary may declare and pay Dividends to holders of any class or series of Qualified Preferred Stock issued by a Parent Company after the Amendment and Restatement Effective Date; provided that (A) the Consolidated Fixed Charge Coverage Ratio at the time of the issuance of such Qualified Preferred Stock (calculated on a subsequent date Pro Forma Basis) is 2.00 to 1.00 or dates greater and (B) the aggregate amount of Dividends declared and paid pursuant to be determined this Section 10.03(xxii) does not exceed the net cash proceeds received by the board Parent Company and contributed to Holdings from any such sale of directors on Qualified Preferred Stock issued after the Amendment and Restatement Effective Date and contributed to Holdings; and (xxiii) Holdings and any Restricted Subsidiary may pay Dividends in an aggregate amount not to exceed the greater of $110,750,000 and 25% of LTM Consolidated EBITDA (measured at the time of such Dividend), which may, at the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities election of the CorporationBorrower (and without duplication), be reallocated to make Investments pursuant to Section 10.05(xix). In determining compliance with this Section 10.03 (and in determining amounts paid as Dividends pursuant hereto for purposes of the definitions of “Consolidated EBITDA” and “Consolidated Net Income”), amounts loaned or advanced to any Parent Company pursuant to Section 10.05(vi) shall, to the extent such loan or advance remains unpaid, be deemed to be cash Dividends paid to such Parent Company to the extent provided in said Section 10.05(vi). For purposes of determining compliance with this Section 10.03, if the payment of Dividends would be permitted pursuant to one or more provisions described above, the same. The holders Borrower, in its sole discretion, from time to time, may classify or reclassify or divide such payment of the Deferral Preferred Shares, Series-[·] shall not be entitled to Dividends (or any dividends other than or portion thereof) in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsmanner that complies with this Section 10.03.

Dividends. The holders Company will not, nor will it permit any Subsidiary to, declare or pay any Dividends, except that: (a) Any Wholly-Owned Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Company may pay Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Company or any Wholly-Owned Subsidiary of the monies Company and (b) any Subsidiary that is not a Wholly-Owned Subsidiary may pay Dividends to its shareholders generally so long as the Company or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the Corporation properly applicable various classes of Equity Interests in such Subsidiary). (ii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the payment thereof), the Company may repurchase outstanding shares of dividendsits common stock (or options to purchase such common stock) following the death, on each Dividend Payment Datedisability, fixed cumulative preferential cash dividends equal retirement or termination of employment of employees, officers or directors of the Company or any of its Subsidiaries; provided that (a) all amounts used to effect such repurchases are obtained by the Company from a substantially concurrent issuance of its common stock (or options to purchase such common stock) to other employees, members of management, executive officers or directors of the Company or any of its Subsidiaries or (b) to the quotient extent the proceeds used to effect any repurchase are not obtained as described in preceding clause (a), the aggregate amount of Dividends paid by dividing: the Company pursuant to this Section 6.10(ii) (xexclusive of amounts paid as described pursuant to preceding clause (a)) shall not exceed $1,000,000 in any fiscal year of the product obtained Company; provided that, in the event that the maximum amount which is permitted to be expended in respect of Dividends during any fiscal year pursuant to this clause (b) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to this clause (b) shall be increased by multiplying $1,000 by a rate per annum equal such unutilized amount. (iii) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the rate payment thereof), the Company may repurchase outstanding shares of interest payable its common stock or equivalents thereof or rights to purchase any of the foregoing issued in connection with the Company’s directors compensation plan; provided that the aggregate amount of shares repurchased paid by the Trust Company pursuant to this Section 6.10(iii) (exclusive of amounts paid as described pursuant to Section 6.10(ii)) shall not exceed $750,000 in any fiscal year and shall not exceed a maximum of $1,750,000 for all such repurchases made on or after the Trust Notes Closing Date. (iv) So long as there shall exist no Default or Unmatured Default (both before and after giving effect to the declaration and payment thereof), the Company may pay Dividends with respect to its outstanding common stock, provided that (i) no Dividend shall be declared or paid during any fiscal year unless the Senior Leverage Ratio, determined as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all end of the Deferral Preferred Sharesimmediately preceding fiscal year, Series-[·] then issued was less than 2.50 to 1.0, and outstanding, such dividend or (ii) the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities aggregate amount of the Corporation, Dividends declared or paid pursuant to the payment this Section 6.10(iv) during any fiscal year shall not exceed 25% of the same. The holders positive Consolidated Net Income of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of Company and its Subsidiaries for the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsimmediately preceding fiscal year.

Dividends. The holders Holdings will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred SharesBorrower may pay Dividends to the Borrower or to any Wholly-Owned Domestic Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower also may pay Dividends to any Wholly-Owned Foreign Subsidiary of the Borrower; (ii) any Non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders, Series-[·] shall be entitled members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) the Borrower may pay cash Dividends to receive Holdings at the times and in the Corporation shall pay thereonamounts necessary to enable Holdings to, and Holdings may, redeem or repurchase Equity Interests of Holdings from officers, employees and directors of Holdings or its Subsidiaries (or their estates) after the death, disability, retirement or termination of employment or service as and when declared a director of any such Person, or otherwise in accordance with any stock option plan or any employee stock ownership plan that has been approved by the board of directors out of Holdings and make payments on outstanding Shareholder Subordinated Notes issued in exchange for such Equity Interests of Holdings, provided that (w) the monies only consideration paid by Holdings in respect of the Corporation properly applicable to the payment of dividendssuch redemptions, on each Dividend Payment Daterepurchases or other acquisitions for value shall be cash and Shareholder Subordinated Notes, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained sum of (I) the aggregate amount paid by multiplying Holdings in cash in respect of all such redemptions, repurchases or other acquisitions for value pursuant to this clause (iii) plus (II) the aggregate amount of all cash payments made on all Shareholder Subordinated Notes shall not exceed $1,000 by a rate per annum equal to the rate 250,000 in any fiscal year of interest payable by the Trust on the Trust Notes as of the Issue DateHoldings, by (y) fourat the time of any payment of cash in connection with any redemption, repurchase or other acquisition for value or other payment permitted to be made pursuant to this Section 10.03(iii), including any cash payment made under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom, and (z) the cancellation of Indebtedness owing to Holdings or any of its Subsidiaries from members of management of Holdings or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a Dividend for purposes of this Section 10.03; (iv) the Borrower may pay cash Dividends to Holdings at the times and in the amounts necessary to enable Holdings to pay its tax obligations; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above the amount of cash Dividends paid pursuant to this clause (iv) to enable Holdings to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by a fraction, Holdings at such time for the numerator of which is the actual number of days attributable respective period and (y) any refunds received by Holdings shall promptly be returned by Holdings to the partial Dividend Period and Borrower; (v) the denominator Borrower may pay cash Dividends to Holdings for the purpose of which is 365paying, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on so long as all of the Deferral proceeds thereof are promptly used by Holdings to pay, its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, legal and accounting expenses and similar expenses), provided that the aggregate amount of all cash Dividends paid pursuant to this clause (v) shall not exceed $250,000 in any fiscal year of Holdings; (vi) Holdings may pay regularly scheduled Dividends on its Qualified Preferred SharesStock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock (but not in cash), Series-[·] then issued provided that in lieu of issuing additional shares of such Qualified Preferred Stock as Dividends, Holdings may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such Dividends have accrued; and (vii) the Borrower may pay cash Dividends to Holdings to enable Holdings to pay, and outstandingHoldings may pay, such dividend or cash Dividends to the unpaid part thereof shall be paid on a subsequent date or dates to be determined Sponsor for the purpose of paying, so long as all of the proceeds are promptly used by the board Sponsor to pay, its corporate overhead costs and expenses, provided that (x) the aggregate amount of directors on which all cash Dividends paid pursuant to this clause (vii) shall not exceed $250,000 in any fiscal year of Holdings and (y) at the Corporation shall have sufficient monies properly applicable, under the provisions time of any applicable law and under the provisions payment of any trust indenture securing bondscash Dividend pursuant to this clause (vii), debentures no Default or other securities Event of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] Default shall not be entitled to any dividends other than then exist or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsresult therefrom.

Dividends. The holders of Authorize, declare or pay, directly or indirectly, any Dividends with respect to Borrower or any Restricted Subsidiary, except that the Deferral Preferred Shares, Series-[·] following shall be entitled permitted: (a) Dividends by any Company to receive Borrower or any Guarantor that is a Wholly Owned Restricted Subsidiary of Borrower; (b) if no Default or Event of Default then exists, payments to Borrower to permit Borrower, and the Corporation subsequent use of such payments by Borrower, to repurchase or redeem Qualified Capital Stock of Borrower held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service in each case pursuant to a plan previously approved by Borrower s Board of Directors; provided that the aggregate cash consideration paid for all such redemptions and payments shall pay thereonnot exceed, as and when declared by in any fiscal year, the board sum of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date3,000,000, by plus (y) four; provided the amount of any Net Cash Proceeds received by or contributed to Borrower from the issuance and sale since the issue date of Qualified Capital Stock of Borrower to officers, directors or employees of any Company that if an event have not been used to make any repurchases, redemptions or payments under this clause (including a redemptionb); (c) shall occur that results Permitted Tax Distributions by Borrower; (d) the Additional Transactions and Dividends deemed to have been paid solely for accounting purposes as part of the consideration in accrued and unpaid dividends for a partial Dividend Period becoming payablethe Gameco Acquisition, any Permitted Truck Plaza Acquisition or the dividend payable for any partial Dividend Periods shall be equal exercise of the Nautica Options; (e) Dividends (solely in the form of Qualified Capital Stock) in connection with the conversion of shares pursuant to the product obtained Organizational Documents; (f) Dividends (solely in the form of Qualified Capital Stock) in connection with the exercise of warrants and stock options held by multiplying employees or directors of the Loan Parties; and (g) if no Default or Event of Default then exists, Dividends other than any Dividends permitted by clauses (a)-(f) of this Section 6.8, in an aggregate amount not to exceed in any fiscal year the greater of (x) above by a fraction, $1,000,000 and (y) 50% of Consolidated Net Income for the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsimmediately prior fiscal year.

Dividends. The holders Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (a) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Borrower may pay cash Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Borrower or to any Wholly-Owned Subsidiary of the monies Borrower; (b) any Non-Wholly-Owned Subsidiary of the Corporation properly applicable Borrower may pay cash Dividends to its shareholders, members or partners generally, so long as the payment Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of dividendsthe Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal of the various classes of Equity Interests of such Subsidiary); (c) the Borrower may redeem, repurchase or otherwise acquire for value, outstanding shares of Borrower Common Stock (or options or warrants to purchases Borrower Common Stock) following the quotient obtained by dividing: death, disability or termination of employment of officers, directors, employees or consultants of the Borrower or any of its Subsidiaries, provided that (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable only consideration paid by the Trust on the Trust Notes as Borrower in respect of the Issue Datesuch redemptions or purchases shall be cash, by (y) fourthe aggregate amount paid by the Borrower in respect of all such redemptions or purchases shall not exceed $1,000,000 in any fiscal year of the Borrower (although in the event the amount of all such redemptions, purchases and payments in any fiscal year of the Borrower is less than $1,000,000, such unutilized amounts may be carried forward and utilized to make such redemptions, purchases and payments in the immediately succeeding fiscal year; provided however, that no amounts once carried forward pursuant to this Section 9.03(c) may be carried forward to any fiscal year of the Borrower thereafter) and (z) at the time of purchase or payment permitted to be made pursuant to this Section 9.03(c), no Default or Event of Default shall then exist or result therefrom; (d) the Borrower may pay regularly scheduled Dividends on its Qualified Preferred Stock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock (but not in cash); provided that if in lieu of issuing additional shares of such Qualified Preferred Stock as Dividends, Borrower may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such Dividends have accrued; (e) the Borrower may redeem, repurchase or otherwise acquire for value, outstanding shares of Borrower Common Stock in an event aggregate amount not to exceed $50,000,000; provided that at the time of the declaration of such redemption, repurchase or acquisition no Default or Event of Default shall exist; and (including a redemptionf) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableso long as no Default or Event of Default then exists or would result therefrom, the dividend payable for any partial Dividend Periods shall be equal Borrower may make Dividends not otherwise permitted by this Section 9.03, provided that the aggregate amount of Dividends made pursuant to this clause (f) from and after the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Restatement Effective Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsexceed $25,000,000.

Dividends. The Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted: (a) Dividends by any Company to Borrower or any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Borrower; (i) Dividends by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor but is a Wholly Owned Subsidiary of Borrower and (ii) cash Dividends by any Subsidiary that is not a Wholly Owned Subsidiary of Borrower to the holders of its Equity Interests on a pro rata basis; (c) so long as no Default or Event of Default shall have occurred and is continuing or would result therefrom, Borrower may purchase common stock of Borrower or common stock options or warrants issued by Borrower from present or former officers or employees of any Company upon the Deferral Preferred Sharesdeath, Series-[·] disability or termination of employment of such officer or employee; provided that the aggregate amount of payments under this clause (c) (net of any proceeds received by Borrower after the Closing Date in connection with resales of any such common stock or common stock options so purchased) shall not exceed $1.0 million in any fiscal year of Borrower (provided that any such amount not expended in a particular fiscal year may be entitled carried over for expenditure into any succeeding fiscal year so long as the aggregate amount expended in any one fiscal year pursuant to receive and this Section 6.08(c) does not exceed $3.0 million; and (d) Borrower may purchase common stock or common stock options or warrants issued by Borrower from shareholders who are not present or former officers or employees of any Company; provided that (i) the Corporation shall pay thereon, as and when declared by aggregate amount of all payments under this clause (d) does not exceed the board sum of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) $5.0 million plus (y) on a cumulative basis, commencing with fiscal year 2007, 25% of the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes aggregate Borrower ECF Amounts as of the Issue Datedate of such purchase and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and provided, by further, that notwithstanding the foregoing, no payment made under clause (y) four; provided that if an event (including a redemptionof this Section 6.08(d) shall occur that results exceed the Cumulative Excess Cash Flow Amount then in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal effect immediately prior to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendspayment.

Dividends. The holders of Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the Deferral Preferred Shares, Series-[·] following shall be entitled permitted: (a) Dividends by any Company to receive Borrower or any other Company which is a parent of such Company (and the Corporation shall pay thereon, as and when declared to any other stockholder thereof on a basis not more favorable to such other stockholder than ratable with such parent); (b) Dividends by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends any Company in an amount equal to the quotient obtained by dividing: sum of (i) the Available Amount and (ii) an amount of Dividends (including the repurchase of any other instruments issued in connection with a Permitted Warrant Transaction) that after giving effect to the making of such Dividend and any related transactions (including with respect to any Permitted Acquisition consummated concurrently therewith and any other Investment, acquisition, Asset Sale, incurrence and/or retirement of Indebtedness and other appropriate pro forma adjustments) on a Pro Forma Basis, including any incurrence and/or retirement of Indebtedness subsequent to the end of the applicable Test Period and on or prior to the date of the making such Dividend, but without, for the avoidance of doubt, giving effect to the incurrence of any Revolving Loans substantially simultaneously or contemporaneously therewith and without netting the cash proceeds of any such Indebtedness, the Borrower would be in compliance with a First Lien Net Leverage Ratio that is no greater than 2:50:1.00, in each case so long as, on a Pro Forma Basis, no Default shall have occurred and then be continuing or shall occur as a result therefrom; provided that any Dividends made pursuant to Section 6.07(b)(i) above in reliance on clause (a)(ii)(A) of the definition of “Available Amount” shall be subject to the leverage test set forth in the immediately preceding clause (ii); provided, further that after giving effect to any Dividend made pursuant to Section 6.07(b)(i) above in reliance on the Available Amount, on a Pro Forma Basis, Borrower is in compliance with Sections 6.09 tested as of such date using the financial statements from the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of December 31, 2024); (c) Borrower may (i) repurchase shares of “Restricted Stock” and “Performance Stock” sold pursuant to any of the Borrower’s employee stock purchase plans from a holder of such Equity Interests in Borrower whose employment with Borrower and its Subsidiaries has terminated; (ii) repurchase options and warrants (or Equity Interests in Borrower issued upon the exercise of options or warrants) in connection with the “cashless exercise” of options or warrants; and (iii) repurchase Equity Interests of Borrower issued pursuant to a stock incentive plan of Borrower or any of its Subsidiaries in such amounts as may be necessary to satisfy the tax withholding requirements under applicable law with respect to such Equity Interests in Borrower; (d) Borrower may make Dividends in an amount not to exceed, in any fiscal year, (i) the greater of (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by 52.5 million and (y) four20% of Consolidated EBITDA in any fiscal year, less (ii) the amount of any Dividends made in such fiscal year pursuant to Section 6.07(f); (e) Borrower may (i) make any payment of premium to a counterparty under a Permitted Bond Hedge Transaction, (ii) receive shares of Qualified Capital Stock of the Borrower on account of the net share settlement of a Permitted Bond Hedge Transaction and/or in connection with any unwind or termination of a Permitted Bond Hedge Transaction, and (iii) otherwise perform its obligations in connection with a Permitted Bond Hedge Transaction; provided that if an event and (including a redemptionf) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payableBorrower may make any other distribution, the dividend payable for any partial Dividend Periods shall be equal payment or delivery of property or cash to the product obtained holders of its Equity Interests as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by multiplying such Person with respect to its Equity Interests) in an amount not to exceed, in any fiscal year, (i) the amount in greater of (x) above by a fraction$52.5 million and (y) 20% of Consolidated EBITDA in any fiscal year, less (ii) the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions amount of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, Dividends made in such fiscal year pursuant to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsSection 6.07(d).

Dividends. The holders Parent and the Company will not, and will not permit any of the Deferral Preferred SharesCompany’s Subsidiaries to, Series-[·] shall be entitled authorize, declare or pay any Dividends with respect to receive Parent, the Company or any of its Subsidiaries; except, that: (a) any Subsidiary of the Company may pay Dividends to the Company or to any Subsidiary of the Company that owns Equity Interests therein; (b) any Non-Wholly-Owned Subsidiary of the Company may pay Dividends to its shareholders, members or partners generally, so long as the Company or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the Corporation shall relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (c) the Company may pay thereoncash Dividends to Parent, and Parent may pay cash Dividends to any parent entity of Parent, for the purpose of enabling Parent (or any parent entity of Parent) to redeem, repurchase or otherwise acquire for value outstanding Equity Interests of Parent (or such parent entity) originally issued to (or for the benefit of), and following the death, disability, resignation or termination of employment of, officers, directors or employees of Parent, the Company or any of its Subsidiaries (so long as and when declared Parent (or any parent holding company) promptly uses the proceeds therefrom for such purposes); provided, that (i) the aggregate amount of Dividends paid by the board of directors out Company in reliance on this clause (c) shall not exceed $2,000,000 in any Fiscal Year of the monies Company, and (ii) at the time of the Corporation properly applicable any Dividend, purchase or payment permitted to the payment be made pursuant to this clause (c), no Event of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: Default shall have occurred and be continuing or would result therefrom; (xd) the product obtained by multiplying $1,000 by a rate per annum equal Company may pay cash Dividends to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued Parent and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case Parent may pay cash Dividends to any applicable withholding tax. If on any Dividend Payment Date parent entity of Parent that serves as the dividend payable on common parent of an affiliated, consolidated or unitary group that includes the Company at the times and in the amounts necessary to enable Parent or such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates parent holding company to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporationpay its tax obligations, to the payment extent attributable solely to the business of the same. The holders Company and its Subsidiaries; provided, that (i) the amount of cash Dividends paid by the Company pursuant to this clause (d) to enable Parent to pay Federal and state income and franchise taxes at any time shall not exceed the amount of such Federal and state income and franchise taxes actually owing by Parent at such time for the respective period as determined in good faith by Parent and (ii) the proceeds of such Dividends shall be used promptly by Parent and/or any parent holding company for the purposes described above in this clause (d); (e) the Company may pay cash Dividends to Parent and Parent may pay cash Dividends to any parent entity of Parent, so long as the proceeds thereof are promptly used by Parent or such parent entity to pay operating expenses of Parent or such parent entity incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses, in each case, to the extent attributable solely to the business of the Deferral Preferred SharesCompany and its Subsidiaries; provided, Series-[·] shall not be entitled that the aggregate amount of all Dividends paid by the Company or Parent pursuant to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.this clause

Dividends. The holders Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred SharesBorrower that is (a) a ▇▇▇ Entity may pay cash Dividends to the Borrower or to any Wholly-Owned Domestic Subsidiary of the Borrower that is a ▇▇▇ Entity and any Foreign Subsidiary of the Borrower that is a ▇▇▇ Entity also may pay cash Dividends to any Wholly-Owned Foreign Subsidiary of the Borrower that is a ▇▇▇ Entity and (b) a Pulitzer Entity may pay cash Dividends to (x) Pulitzer or any Wholly-Owned Domestic Subsidiary of Pulitzer and any Foreign Subsidiary of Pulitzer also may pay cash Dividends to any Wholly-Owned Foreign Subsidiary of Pulitzer and (y) the Borrower solely with excess proceeds of Permitted Pulitzer Debt Refinancing Indebtedness in an aggregate amount not to exceed $7,700,000 to the extent required to be paid by Section 10.04(xi) of the First Lien Credit Agreement; (ii) any Non-Wholly Owned Subsidiary of the Borrower (other than any Pulitzer Entity to the extent any recipient is a ▇▇▇ Entity) may pay cash Dividends to its shareholders, Series-[·] shall be entitled to receive members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the Corporation shall pay thereonrelative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Default or Event of Default exists at the time of the respective Dividend or would exist immediately after giving effect thereto, the Borrower may redeem or repurchase Equity Interests of the Borrower from officers, employees and when declared directors of the Borrower or its Subsidiaries (or their estates) after the death, disability, retirement or termination of employment or service as a director of any such Person, or otherwise in accordance with any stock option plan or any employee stock ownership plan that has been approved by the board of directors out of the monies Borrower, provided that the aggregate amount of Dividends made by the Borrower pursuant to this clause (iii) shall not exceed $268,750 during any fiscal year of the Corporation properly applicable Borrower; (iv) the Borrower may declare and pay regularly scheduled Dividends on its Qualified Preferred Stock pursuant to the payment terms thereof through the issuance of dividendsadditional shares of such Qualified Preferred Stock rather than in cash, on each Dividend Payment Dateprovided that in lieu of issuing additional shares of such Qualified Preferred Stock as Dividends, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: Borrower may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such Dividends have accrued; and (xv) the product obtained by multiplying $1,000 by a rate per annum equal to Borrower and its Subsidiaries may make the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by payments and deliveries contemplated in Section 10.04(xi) and Sections 10.05(xvi) and (y) fourxvii); provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject Pulitzer Entities may make the payments and deliveries contemplated in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsSection 10.05(xvii).

Dividends. The holders Company will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Company or any of its Subsidiaries, except that: (a) any Subsidiary of the Deferral Preferred Shares, Series-[·] shall be entitled Company may pay Dividends to receive and the Corporation shall pay thereon, as and when declared by the board of directors out Company or to any Wholly-Owned Subsidiary of the monies Company; (b) any Non-Wholly-Owned Subsidiary of the Corporation properly applicable Company may pay Dividends to its shareholders, members or partners generally, so long as the payment Company or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of dividendsthe Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, on each Dividend Payment Dateif any, fixed cumulative preferential cash dividends equal of the various classes of Equity Interests of such Subsidiary); (c) the Company may redeem, repurchase or otherwise acquire for value outstanding shares of Company Common Stock (or options, warrants or other rights to acquire such Company Common Stock) following the quotient obtained by dividing: death, disability, retirement or termination of employment or service of officers, directors or employees of the Company or any of its Subsidiaries, provided that (x) the product obtained aggregate amount of all such redemptions and repurchases pursuant to this Section 10.03(c) shall not exceed $25,000,000 in any fiscal year of the Company (less the amount of any such redemption or repurchase effected by multiplying $1,000 by a rate per annum equal the forgiveness of Indebtedness owed to the rate of interest payable Company by the Trust on the Trust Notes as of the Issue Datesuch officer, by director or employee) and (y) fourat the time of any such redemption or repurchase permitted to be made pursuant to this Section 10.03(c), no Default or Event of Default shall then exist or result therefrom; (d) the Company may pay regularly scheduled Dividends on its Qualified Preferred Stock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock (but not in cash), provided that in lieu of issuing additional shares of such Qualified Preferred Stock as Dividends, the Company may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such Dividends have accrued; (e) the Company may pay or make Dividends if the Payment Conditions are satisfied both before and after giving effect to the payment or making of such Dividends; provided that if an event (including a redemption) shall occur that results in accrued and unpaid the Company may pay dividends for a partial Dividend Period becoming payableon its capital stock within 60 days of the declaration thereof if, on the declaration date, the dividend payable for any partial Dividend Periods shall be equal Payment Conditions were satisfied; (f) the Company may acquire shares of its Equity Interests in connection with the exercise of stock options or warrants to the product obtained extent such Equity Interests represent a portion of the exercise price of those stock options or warrants by multiplying way of cashless exercise; (g) the Company may make Dividends consisting of the issuance of equity rights convertible into Qualified Preferred Stock in connection with “anti-takeover” and “poison pill” arrangements approved by the Board of Directors of the Company and make redemptions of such rights; provided that (i) such redemptions are in accordance with the terms of such arrangements and (ii) the aggregate amount of all such redemptions made during the term of this Agreement do not exceed $5,000,000; (h) the Company may make Dividends to directors, officers and employees of the Company and its Subsidiaries in connection with any incentive plans approved by the Board of Directors of the Company consisting of (xi) above shares of Company Common Stock (or options, warrants and other equity instruments in respect thereof), (ii) cash incentive bonuses, and (iii) stock appreciation rights or performance units, including any cash payments in connection therewith; (i) the Company may settle or otherwise repurchase any Issuer Option; (j) the Company may accrue dividends on its capital stock; (k) the Company may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or the exercise of warrants; (l) the Company and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant to equity-based compensation plans; (m) the Company or any Subsidiary may receive or accept the return to the Company or any Subsidiary of Equity Interests of the Company or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (n) the Company may make payments or distributions to dissenting stockholders as required by applicable law in connection with a fractionmerger, consolidation or transfer of assets permitted by this Agreement; and (o) if no Default or Event of Default then exists or would result therefrom, the numerator of which is the actual number of days attributable Company may pay or make Dividends in an aggregate amount not to the partial Dividend Period and the denominator of which is 365exceed, subject in each case together with any payments, prepayments, redemptions or acquisitions for value made pursuant to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred SharesSection 10.08(a)(iv), Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends$25,000,000.

Dividends. The holders Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (i) any Subsidiary of the Deferral Preferred SharesBorrower may pay Dividends to the Borrower or to any Wholly-Owned Subsidiary of the Borrower; (ii) any Non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders, Series-[·] shall be entitled members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least it proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) the Borrower may effect the Share Repurchase in accordance with the requirements of Section 7.05; (iv) if (and only if) the aggregate amount of cash used to receive finance the Share Repurchase on the Borrowing Date does not exceed $150,000,000, the Borrower may from time to time after the Borrowing Date make and pay cash Dividends with respect to Borrower Common Stock and/or repurchase outstanding shares of Borrower Common Stock (or options, warrants or rights to purchase same) for cash, so long as (I) no Default or Event of Default then exists or would exist immediately after giving effect to the respective Dividend or repurchase, (II) the aggregate amount of cash used to make Dividends and repurchases pursuant to this clause (iv) after the Effective Date does not exceed the greater of (x) $50,000,000 and (y) the remainder of $150,000,000 minus the aggregate amount of cash used to finance the Share Repurchase on the Borrowing Date, (III) the aggregate amount of cash used to make Dividends and repurchases pursuant to this clause (iv) in any fiscal year of the Borrower does not exceed 50% of the amount permitted under preceding sub-clause (II) of this clause (iv), (IV) calculations are made by the Borrower demonstrating compliance with the covenants contained in Sections 10.08, 10.09 and 10.10 for the Calculation Period most recently ended prior to the date of the respective Dividend or repurchase, determined on a Pro Forma Basis (after giving effect to the respective Dividend or repurchase and the Corporation incurrence of any Indebtedness incurred to finance same) (V) in the case of a repurchase of Equity Interests of the Borrower pursuant to this clause (iv), any such Equity Interests are promptly retired and (VI) the Borrower shall pay thereonhave delivered to the Administrative Agent a certificate from an Authorized Officer of the Borrower certifying, to the best of his or her knowledge, as to compliance with the requirements of this clause (iv) and when declared containing the calculations (in reasonable detail) required by the board preceding clause (IV); (v) the Borrower may redeem, repurchase or otherwise acquire for value shares of directors out Borrower Common Stock or options, warrants or rights to purchase Borrower Common Stock, as the case may be, held by employees or former employees of the monies Borrower or any of its Subsidiaries (i) pursuant to any employee subscription agreement, stock option agreement or stock ownership arrangement or (ii) following the Corporation properly applicable to the payment termination of dividendstheir employment (by death, on each Dividend Payment Datedisability or otherwise), fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: provided that (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable only consideration paid by the Trust on the Trust Notes as Borrower in respect of the Issue Datesuch redemptions and/or purchases shall be cash and/or Shareholder Subordinated Notes, by (y) four; provided that if an event the sum of (including a redemptionA) shall occur that results the aggregate amount paid by the Borrower in accrued cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all cash principal and unpaid dividends for a partial Dividend Period becoming payableinterest payments made on Shareholder Subordinated Notes, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case after the Effective Date, shall not exceed $15,000,000, and (z) at the time of any cash payment permitted to be made pursuant to this Section 10.03(v) (including any cash payment under a Shareholder Subordinated Note), no Default or Event of Default shall then exist or result therefrom; (vi) so long as no Default or Event of Default exists or would result therefrom, the Borrower may pay regularly accruing cash Dividends on its Permitted Disqualified Preferred Stock issued pursuant to Section 10.13(c) in accordance with the terms of the Permitted Disqualified Preferred Stock Documents therefor; (vii) the Borrower and its Subsidiaries may make payments or distributions to dissenting stockholders pursuant to applicable withholding tax. If on law pursuant to or in connection with any Dividend Payment Date Permitted Acquisition, so long as the dividend payable on amount of any such date payment or distribution (to the extent same is not paid included as Aggregate Consideration at the time of such Permitted Acquisition for purposes of determining compliance with Sections 9.16(a)(vi) and (if applicable) (vii)) is included as Aggregate Consideration at the time of such payment or distribution for purposes of determining compliance with said Sections; and (viii) the Borrower may pay regularly accruing Dividends with respect to Qualfied Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in full on all cash) in accordance with the terms of the Deferral Qualified Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsStock Documents therefor.

Dividends. The holders Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Restricted Party (including pursuant to any Synthetic Purchase Agreement) or incur any obligation (contingent or otherwise) to do so, except that the following shall be permitted: (i) any Restricted Subsidiary of the Deferral Preferred SharesAdministrative Borrower may pay Dividends to the Administrative Borrower or any other Subsidiary Guarantor, Series-[·] shall be entitled (ii) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party also may pay Dividends to receive any other Wholly Owned Restricted Subsidiary of the Administrative Borrower and (iii) any non-Wholly Owned Restricted Subsidiary of the Corporation shall Administrative Borrower may pay thereoncash Dividends to its shareholders, members or partners generally, so long as the Administrative Borrower or the respective Restricted Subsidiary of the Administrative Borrower which owns the Equity Interest in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Restricted Subsidiary paying such Dividends and when declared taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary); (b) so long as no Event of Default then exists or would result therefrom, cash Dividends by the board Administrative Borrower to Holdings at the times and in the amounts needed to permit Holdings to repurchase or redeem shares of its capital stock from directors out or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that the monies aggregate amount of all such payments shall not exceed, in any period of 12 consecutive months, $2,500,000 and, in the Corporation properly applicable aggregate, $5,000,000; (c) to the payment extent constituting a Dividend, payments to Holdings permitted pursuant to Section 6.09(e); (d) the Administrative Borrower may pay cash Dividends to Holdings at the times and in the amounts necessary for Holdings to pay its operating expenses (other than taxes) incurred in the ordinary course of dividendsbusiness and other similar corporate overhead costs and expenses incurred in the ordinary course of its business; (e) so long as no Event of Default then exists or would result therefrom, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal the Administrative Borrower may make Permitted Tax Distributions to the quotient obtained by dividing: Holdings; (f) (x) so long as no Event of Default then exists or would result therefrom, cash Dividends by the product obtained by multiplying $1,000 by a rate Administrative Borrower to Holdings in an aggregate amount not to exceed 6.00% per annum equal of the Net Cash Proceeds from the initial Qualified Public Equity Offering by Holdings after the Closing Date, to the rate of interest payable by extent such Net Cash Proceeds have been contributed to the Trust on the Trust Notes as capital of the Issue DateAdministrative Borrower and were not otherwise used to increase the Available Amount pursuant to clause (c) of the definition thereof, by and (y) four; Dividends by the Restricted Parent Subsidiaries to Holdings, provided that if an event that, in the case of this clause (including a redemption) shall occur that results in accrued and unpaid dividends for a partial y), 100% of the cash or other proceeds of such Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal have been substantially concurrently contributed to the product obtained by multiplying capital of the Administrative Borrower; (g) any cash Dividends in an aggregate amount not to exceed the Available Amount as in effect immediately prior to the respective Dividend so long as (x) above by a fractionno Default has occurred and is continuing immediately prior to and after giving effect to such Dividend and (y) other than with respect to Dividends made in reliance on clause (a) of the definition of “Available Amount” contained herein, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof Administrative Borrower shall be paid in compliance, on a subsequent date Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the Test Period then most recently ended; and (h) so long as no Default then exists or dates would result therefrom, the Administrative Borrower may pay cash Dividends to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, Holdings in an aggregate amount not to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividendsexceed $5,000,000.