Common use of Restricted Payments Clause in Contracts

Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95

Restricted Payments. NotThe Parent shall not, and shall not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its Equity Interest holders or make any distribution of its Property to its Equity Interest holders, except (a) make any distribution the Parent may declare and pay dividends with respect to any holders its Equity Interests payable solely in additional shares of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiaryother than Disqualified Capital Stock), (b) purchase or redeem any the Parent’s 6.875% Series B Cumulative Convertible Perpetual Stock (the “Preferred Stock”) outstanding on the Closing Date may convert into Equity Interests pursuant to its terms, (c) Wholly-Owned Subsidiaries of its the Borrower may declare and pay dividends ratably with respect to their Equity Interests, (cd) pay any the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management fees or similar fees to any employees of the Parent and its equityholdersSubsidiaries, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may declare and pay dividends to Parent and (f) the Parent may voluntarily Redeem or exchange Disqualified Capital Stock outstanding on the Closing Date, including the Preferred Stock, with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of such Disqualified Capital Stock, including the Preferred Stock, so long as no Default has occurred and is continuing both before and after giving effect to such Redemption or could reasonably be expected to occur as a result thereofexchange and such Redemption or exchange occurs substantially contemporaneously with, after a Qualified IPOand in any event within three Business Days following, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000receipt of proceeds or confirmation of exchange, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsas applicable, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (such Redemption or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95exchange.

Restricted Payments. Not(i) Declare or pay any dividend or other distribution, and not permit any Subsidiary todirect or indirect, on account of its Capital Stock now or hereafter outstanding, (aii) make any distribution payment pursuant to a guaranty by the Issuer or any Subsidiary of the Issuer of any PMGI Note or any Seller Note, (iii) repurchase, redeem, retire, defease, make any payment in respect of a sinking fund or similar payment, purchase or make any other acquisition for value, direct or indirect, of its Capital Stock or any direct or indirect parent of any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of its Capital Stock, now or hereafter outstanding, (v) return any Capital Stock to any shareholders or other equity holders of its Equity Interests (except for dividends any Obligor or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity InterestsSubsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (cvi) except for transactions set forth on Schedule 7.02(h)(i) to the Securities Purchase Agreement with respect to the Issuer and Schedule 7.02(h)(ii) to the Securities Purchase Agreement with respect to PMGI, pay any salaries, bonuses, management fees, or other form of compensation, fees or similar fees expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any of its stockholders or other equityholders, Subsidiaries or Affiliates, or to any employees or family members thereof (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding ; provided, however, (a) any Subsidiary of the foregoing, Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer and any Subsidiary of PMGI which is a Subordinated Guarantor and not a Subsidiary of the Issuer may pay dividends to PMGI and (b) provided that (i) no Default or Event of Default is continuing or would result therefrom, the Company Issuer may make a distribution to holders of its Equity Interests Restricted Payments described in the form of stock of the Companyclauses (i), (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company), (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby (iv) above in an aggregate amount not to exceed $5,000,000, an amount equal to the lesser of (ivA) the Company may make Available Excess Cash Flow for the Fiscal Quarter most recently ended before a Restricted Payment is proposed to be made and (B) the amount of interest payments on the PMGI Notes (other Restricted Payments than the PMGI Subordinated Notes) which are required to repurchase Equity Interests of be paid in the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with Fiscal Quarter in which such Restricted PaymentPayment is made, and PMGI shall be required to use the Company applies the proceeds full amount of such Restricted Payment to repurchase make such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95payments.

Restricted Payments. NotThe Issuer will not make, or agree to pay or make, directly or indirectly, any Restricted Payment, unless, at the time of and not permit any Subsidiary to, after giving effect to such Restricted Payment (a) make any distribution to any holders no Default or Event of its Equity Interests Default shall have occurred and be continuing or would occur as a consequence of such Restricted Payment; (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or b) the Debt Service Reserve Account is funded up to the Company Debt Service Reserve Requirement; (c) the Debt Service Coverage Ratio for the preceding four consecutive quarters (or such shorter period covering the quarters ended subsequent to the issuance of the Bonds, taken as a consecutive period) was not less than 1.50 to 1.0 in the case of any such period ending prior to December 31, 2003 or 1.70 to 1.0 for any such period ending thereafter; (d) the Projected Debt Service Coverage Ratio for the next succeeding eight calendar quarters (taken as two periods of four quarters and dividends determined as of the beginning of the quarter during which the determination is made) is not less than 1.50 to 1.0 in the case of any such four quarter period ending prior to December 31, 2003 or distributions from 1.70 to 1.0 for any such four quarter period ending thereafter; and (e) the Issuer certifies that making the Restricted Payment would not reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole. Restricted Payments by any Guarantor of the Issuer that is not a wholly-owned Subsidiary ratably of the Issuer made otherwise than to any non-Wholly-Owned Subsidiarythe Issuer shall be subject to the restrictions set forth in clauses (a), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders), (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or and (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “preceding sentence. Restricted Payments”)Payments to the Issuer by any wholly-owned Subsidiary of the Issuer shall not be subject to any restrictions. Notwithstanding the foregoing, the Issuer will not be restricted from (i) making payments to NRG Energy of any proceeds from treasury locks entered into by the Company may make a distribution Issuer on or prior to holders of its Equity Interests in the form of stock of the Company, Closing Date and (ii) the Company may pay cash dividends in lieu repayment on the date hereof of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including loans made by NRG Energy in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment Facilities located in Connecticut and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made assumed by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Issuer.

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make any distribution to any holders dividends payable solely in the same class of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)capital stock of such Person, (b) purchase to make dividends or redeem any of its Equity Interestsother distributions payable to the Borrower (directly or indirectly through Subsidiaries) and ratably to minority shareholders or to make dividends or other distributions payable to a Subsidiary by another Subsidiary, (c) pay any management fees or similar fees to any of its equityholdersthe Specified Share Repurchase; provided that both prior, (d) make any redemptionand after giving effect to, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, such Specified Share Repurchase (i) the Company may make a distribution to holders no Default or Event of its Equity Interests in the form of stock of the CompanyDefault shall have occurred and be continuing, (ii) the Company may pay cash dividends in lieu Consolidated Leverage Ratio shall be less than or equal to 2.0 to 1.0 (to be calculated to give pro forma effect to any repayments of fractional shares in association with a stock dividend Funded Indebtedness occurring on or exercise prior to the relevant date of warrants, options or other securities exchangeable into Equity Interests of the Company, determination) and (iii) so long as the Borrower shall have unutilized Commitments under this Credit Agreement in an amount not less than $250,000,000, and (d) other Restricted Payments if no Event of Default has occurred and is continuing or could reasonably be expected to occur as would result from such action; provided that during any period in which a result thereof, after a Qualified IPORatings Downgrade has occurred and is continuing, the Company may make any aggregate amount of all such Restricted Payments pursuant to this clause (d) shall not otherwise exceed $75,000,000 for any consecutive four quarter period, beginning with the first fiscal quarter following such Ratings Downgrade; it being understood however that this proviso does not in any way limit (i) Restricted Payments permitted hereby by clauses (a), (b) and (c) hereof, (ii) other Restricted Payments, to the extent such Restricted Payments are in an aggregate amount not equal to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests sum of the Company upon proceeds received by the Borrower from the exercise of stock options if such Equity Interests represent a portion held by employees, management or directors of the Borrower, plus any tax benefit to the Borrower related to such exercise price of such options, so long as substantially concurrently with such Restricted Payment, or (iii) the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu repurchase of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Indebtedness.

Restricted Payments. NotThe Company will not, and will not permit any Subsidiary its Subsidiaries to, (a) declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock or other equity interests, or make any distribution payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or other equity interests or Indebtedness subordinated to the obligations of the Issuers under the Notes or any holders of its Equity Interests options, warrants, or other rights to purchase such common stock or other equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) dividends payable by the Company may make a distribution to holders solely in shares of any class of its Equity Interests in the form of stock of the Companycommon stock, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the CompanyRestricted Payments made by any Subsidiary to any Obligor, (iii) the payment by the Company or any Subsidiary thereof of the “Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the holders of record of any “Company Units” (as such term is defined in the Closing Date Acquisition Agreement) and the payment by the Company or any Subsidiary thereof of the “Blocker Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the “Blocker Owners” (as such term is defined in the Closing Date Acquisition Agreement), in each case pursuant to the terms of the Closing Date Acquisition Documents, and (iv) other Restricted Payments made by the Company in cash so long as (x) no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a would result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment therefrom and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment after giving effect to the extent the Company is filing an income tax return as payment thereof on a member of a consolidatedpro forma basis, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not Subsidiaries would be in excess compliance with the financial covenants in paragraphs 6A and 6B measured as of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity last day of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, most recently ended fiscal quarter for which financial statements are required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95have been delivered hereunder.

Restricted Payments. NotThe Obligors shall not, and not nor shall they permit any Subsidiary of their Subsidiaries to, (a) make any distribution declare or make, or agree to any holders of its Equity Interests (except for dividends pay or distributions from a Subsidiary to a Wholly-Owned Subsidiary make, directly or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)indirectly, (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrantsother than to an Obligor or, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company such Restricted Payment is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability being made in respect of income attributable to the Company and its Subsidiariesa Permitted Investments, but not in excess a Subsidiary of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidatedan Obligor, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensessubject, in each case, required to maintain the Intercompany Subordination Agreement, if applicable), except (a) any non-cash dividends deemed made to facilitate the Business Combination in accordance with the Business Combination Agreement, (b) any conversion of the NDII Shareholder Loans or the Convertible Loans, in each case, to the Equity Interests of the Issuer or Topco, (c) any repayment or prepayment of NDII Shareholder Loans with the Net Cash Proceeds of (i) the Business Combination substantially concurrently with the consummation of the Business Combination, (ii) any issuance of new common Equity Interests to the extent applied substantially concurrently with their receipt or (iii) any issuance of convertible debt that is expressly subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Collateral Agent to the extent applied substantially concurrently with their receipt; provided that with respect to any Restricted Payments made pursuant to clauses (c)(ii) and (c)(iii), (x) such Restricted Payment shall not exceed 75% of the aggregate amount of such Net Cash Proceeds and (y) no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or result therefrom, (d) any repayment or redemption in cash of the Convertible Loans in an amount not to exceed EUR 75,000 in the aggregate on or prior to the consummation of the Business Combination, (e) any Subsidiary of any Obligor may declare and pay, and agree to pay, dividends and other distributions with respect to its Equity Interests payable solely in common Equity Interests, (f) any Subsidiary of any Obligor may declare and pay dividends or other distributions with respect to its Equity Interests to any Obligor, and to any other Person that holds an Equity Interest in such Subsidiary, ratably according to their respective holdings of such Equity Interests in respect of which such Restricted Payment is being made, (g) the Obligors and their respective Subsidiaries may purchase, redeem or otherwise acquire Equity Interests issued by the relevant Person with the proceeds received from the substantially concurrent issue of new common Equity Interests, and (h) each Obligor and each Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of its Parent Entities’any of the foregoing) corporate in connection with any repurchases of Equity Interests or other legal existence. 95the exercise of stock options.

Restricted Payments. NotBorrower shall not, and shall not permit any Subsidiary other Credit Party to, directly or indirectly, make or cause to be made any of the following payments (collectively, the "Restricted Payments") except as otherwise expressly permitted by this Section 7.6 or with the approval of the Required Lenders in their sole and absolute discretion: (a) declare or pay any dividend (other than dividends payable solely in common or preferred stock of Borrower or dividends payable to the Borrower by any Subsidiary) 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 Capital Stock of any Credit Party, 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 any Credit Party, except for the minimum dividends and distributions required to maintain Borrower's status as a REIT; (b) make any holders optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking or analogous fund) or repurchase of any Indebtedness (other than Indebtedness pursuant to this Agreement or Indebtedness owing to Borrower from one of its Equity Interests Subsidiaries) or of any Mandatory Redeemable Obligation; (except for dividends c) make any payment, whether of principal or distributions from interest, on account of any Indebtedness of any Credit Party which Indebtedness is subordinate to the Loan; or (d) make any payments to Investment Manager pursuant to the Advisory Agreement or otherwise. Notwithstanding the foregoing, Borrower may make any Restricted Payments that would otherwise become payable in the ordinary course of Borrower's business, provided that: (i) both before and after making such Restricted Payment no Default or Event of Default shall exist under this Agreement or any of the other Credit Documents; and (ii) even after the making of such Restricted Payment, Borrower shall be holding Cash Equivalents in an amount sufficient to pay the next installment of interest to become due under this Agreement after first taking into account all other payments required to be made by or to Borrower on or before the date such payment of interest is due. Nothing in this paragraph shall prohibit a Subsidiary to that is not a Wholly-Owned Subsidiary from paying required minimum payments that must be made to partners or members who are not Credit Parties, pursuant to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any terms of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price organizational documents of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Subsidiary.

Restricted Payments. NotThe Credit Parties will not, and not nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make any distribution to any holders dividends payable solely in the same class of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)Interest of such Person, (b) purchase to make dividends or redeem any of other distributions payable to the Credit Parties (directly or indirectly through its Equity InterestsSubsidiaries), (c) pay any management fees or similar fees dividends in an aggregate amount equal to any the portion, if any, of its equityholdersthe Cumulative Credit on such date that the Borrower elects to apply to this clause (c) of Section 6.10, (d) make any redemption, prepayment, defeasance, repurchase or any other payment such election to be specified in respect a written notice of any Subordinated Debt more than one year a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the scheduled maturity date amount thereof elected to be so applied; provided, that no Default or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a would result thereoftherefrom and, after giving effect thereto, that the Borrower shall be in compliance on a Qualified IPOPro Forma Basis with the Consolidated Leverage Incurrence Test, the Company may make any (d) other Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,0002,500,000 per fiscal year, (ive) the Company may make other Restricted Payments to repurchase noncash repurchases of Equity Interests of the Company deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment(f) the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company applies the proceeds held by any future, present or former employee, director or consultant of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any optionof its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, warrant or other right provided that the aggregate amount of Restricted Payments made pursuant to acquire this clause (f) shall not exceed in any calendar year $2,000,000 (it being understood that the cancellation of Indebtedness owing to the Company from any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares persons in connection with any such conversion and may make payments on convertible Debt in accordance with its termsrepurchase, retirement or other acquisition of Equity Interests shall not be deemed to constitute a Restricted Payment for purposes of this Section 6.10 or any other provision of this Agreement, (viiig) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as after a member of a consolidated, combined, unitary or aggregate group with a Parent EntityQualified IPO, the proceeds of which shall be used Borrower may pay dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to pay (or to make Restricted Payments to allow any Parent Entity 5% per annum of the Company to pay) net proceeds received by the Borrower from any tax liability in respect public offering of income attributable to the Company and its Subsidiaries, but not in excess Equity Interests of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) Borrower and (ixh) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity dividends of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any Equity Interests of its Parent Entities’) corporate or other legal existence. 95Unrestricted Subsidiaries.

Restricted Payments. NotWith respect to the Borrower, declare or pay any dividend or make any distribution on its capital stock or purchase, redeem, acquire or otherwise retire any capital stock for value (in each case, a "Restricted Payment"); provided, however, that the Borrower may make a Restricted Payment so long as, at the time of, and not permit any Subsidiary after giving effect to, the proposed Restricted Payment: (a) make any distribution to any holders no Default or Event of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company Default shall have occurred and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), be continuing and (b) purchase or redeem any the aggregate amount expended for all Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors) would not exceed fifty percent (50%) of the aggregate amount of the consolidated net income of the Borrower and its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one consolidated Subsidiaries excluding the Lightship Tanker Entities for the fiscal year ended immediately prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “fiscal year in which such proposed Restricted Payments”)Payment is to be made determined in accordance with GAAP. Notwithstanding the foregoingpreceding sentence, (iw) the Company Borrower may make a distribution to Restricted Payments with the proceeds of substantially concurrent capital contributions made by its stock holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Default or Event of Default has shall have occurred and is be continuing prior to or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000giving effect thereto, (ivx) the Company Borrower may make other Restricted Payments declare and pay dividends with respect to repurchase its Equity Interests payable solely in additional shares of its common stock, (y) Subsidiaries of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently Borrower may declare and pay dividends ratably with such Restricted Payment, the Company applies the proceeds of such Restricted Payment respect to repurchase such their Equity Interests, and (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (viz) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Borrower may make Restricted Payments pursuant to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its termsstock option plans or other benefit plans for management, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary directors or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity employees of the Company to pay) any tax liability in respect of income attributable to the Company Borrower and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95.

Restricted Payments. NotDeclare or make, and not permit directly or indirectly, any Restricted Payment, except that: each Covenant Entity (other than the Borrower or any direct Subsidiary to, (aof a Holding Company) may make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or Restricted Payments to the Company and dividends or distributions from other Covenant Entities (and, in the case of a Subsidiary ratably to any Restricted Payment by a non-Wholly-Owned Restricted Subsidiary), (b) purchase or redeem any to the Covenant Entities and to each other owner of its Equity Interests of such Covenant Entity based on their relative ownership interests of the relevant class of Equity Interests, (c) pay ); any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, payments (i) made from the Company may make a distribution to holders proceeds of its Equity Interests “Dispositions” (as defined in the form CVR Agreement) of stock of any “Company Spectrum” (as defined in the Company, CVR Agreement) and (ii) that are required to be made pursuant to the Company may pay cash dividends in lieu terms of fractional shares in association with a stock dividend (A) the Merger Agreement or exercise of warrants, options or other securities exchangeable into Equity Interests of (B) the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected CVR Agreement; to occur as a result thereof, after a Qualified IPOthe extent constituting Restricted Payments, the Company Covenant Entities may make enter into and consummate transactions expressly permitted by any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000provision of Section 7.03 (other than Section 7.03(f)) or Section 7.04, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsrespectively; provided, so long as substantially concurrently with such Restricted Paymenthowever, the Company applies the proceeds of that no such Restricted Payment may be made solely pursuant to repurchase such Equity Intereststhe terms of this Section 7.09(c); Restricted Payments made directly in connection with, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereofeffectuate, the Company Transactions, and the fees and expenses related thereto; the Covenant Entities may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may pay (or may make Restricted Payments to allow any Parent direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of a Holding Company held by any future, present or former employee, director, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of any Covenant Entity topursuant 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) with any employee, director, officer or consultant of a Covenant 149 Entity; provided that the aggregate amount of payments under Section 7.09(e) of the Group Credit Agreements do not exceed $35,000,000 in the aggregate in any fiscal year; netting of shares under stock option plans of a Holding Company to settle option price payments owed to employees and officers of the Covenant Entities with respect thereto, and netting of shares to settle such employees’ and officers’ federal, state and income tax liabilities (xif any) related to restricted stock units and similar stock based awards thereunder; the Covenant Entities may pay any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration such payment complied with, and was permitted to be made by, another provision of this Section 7.09; the Covenant Entities may (i) pay cash in lieu of the issuance of fractional shares Equity Interests in connection with any Restricted Payment (including in connection with the exercise of warrantsdividend, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or in connection with any Permitted Acquisition or other Investment and (yii) honor any conversion request by a holder of convertible Debt Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt Indebtedness in accordance with its termsterms so long as such convertible Indebtedness was permitted to be issued under Section 7.02; the Covenant Entities may declare and make dividend payments to or other distributions payable in Qualified Equity Interests of a Holding Company; so long as immediately before and immediately after giving effect to any such Restricted Payment no Specified Default shall have occurred and be continuing or would result therefrom, the Covenant Entities may make additional Restricted Payments in an amount in the aggregate not to exceed the Available Amount; unlimited Restricted Payments so long as (viiiA) immediately before and immediately after giving effect to any such Restricted Payment no Specified Default shall have occurred and be continuing or would result therefrom and (B) the Company may make Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payments and any Restricted Payment related Specified Transaction) is not greater than 4.25 to 1.00 as of the end of the most recent Test Period; the declaration and payment of dividends on Disqualified Equity Interests or preferred equity that was issued and incurred in accordance with the terms of Section 7.02 to the extent such payments would be permitted under Section 7.06; provided, however, that no such Restricted Payment may be made solely pursuant to the Company is filing terms of this Section 7.09(l); so long as immediately before and immediately after any such Restricted Payment no Specified Default shall have occurred and be continuing or would result therefrom, the Covenant Entities may make additional Restricted Payments in an income tax return amount in the aggregate not to exceed the greater of (i) $50,000,000 and (ii) 6.5% of the Consolidated EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis after giving effect to such Restricted Payment and any related Specified Transaction; dividends or other distributions by the Borrower in an amount not to exceed an amount per fiscal quarter not to exceed $0.54 per share of common stock of Nexstar Media (as a member such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock consolidations or other similar transactions); any purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred stock of a consolidated, combined, unitary Covenant Entity made by exchange for or aggregate group with a Parent Entity, out of the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity the substantially concurrent sale of the Company to pay) any tax liability in respect preferred stock of income attributable to the Company and its Subsidiariessuch Covenant Entity, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensesthat, in each case, required is permitted to maintain its (be issued and incurred pursuant to Section 7.02; and 150 dividends or distributions to a Holding Company, the sole purpose of which is to consummate an Investment permitted under Section 7.13(i)(ii), subject to compliance with the terms thereof; provided, for the avoidance of doubt, that no contribution of property from a Holding Company to the Borrower or any of its Parent Entities’) corporate Guarantor that is a Covenant Entity in connection with such Investment shall be added to the Available Amount or other legal existence. 95be deemed to be a Specified Equity Contribution.

Restricted Payments. NotExcept as permitted in the provisos set forth below, the Company shall not, and the Company shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly: (ai) redeem, defease, repurchase, repay or make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepaymentsinking fund, defeasance, repurchase retirement or similar payment or otherwise make any other payment in respect of (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any Subordinated Debt more portion of any Indebtedness (other than one year prior to Permitted Senior Indebtedness, this Note and the scheduled maturity date thereof Other Notes), including, but not limited to, payments in respect of principal of (or (epremium, if any) set aside funds for any of the foregoing (items (a) through (e) aboveor interest on, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Companysuch Indebtedness, (ii) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Subsidiaries’ equity or equity-linked securities or to the direct or indirect holders of the Company’s or any of its Subsidiaries’ equity or equity-linked securities in their capacity as such, or (iii) make any repayment, redemption, retirement, defeasance, sinking fund or similar payment or purchase or other acquisition for value, or obtain the surrender of, any shares of any class of equity or equity-linked securities of the Company may pay cash dividends in lieu or any of fractional shares in association with a stock dividend its Subsidiaries or exercise of any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of equity or equity-linked securities exchangeable into Equity Interests of the CompanyCompany or any of its Subsidiaries, (iii) so long now or hereafter outstanding, provided, however, that the Company may make mandatory scheduled interest payments in respect of Permitted Indebtedness outstanding as of the date hereof to the extent the obligation to make such payments was incurred prior to the date hereof and if at the time such payment is due or is otherwise made or, after giving effect to such payment, no event constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing continuing; provided, further, that payments of principal or could reasonably be expected interest with respect to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, Permitted Indebtedness may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made solely by the Company conversion or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) exchange into the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Company’s or any of its Parent Entities’) corporate or other legal existence. 95Subsidiaries’ equity securities.

Restricted Payments. NotThe Borrower shall not, and shall not permit any Subsidiary toRestricted Subsidiary, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may declare or make a any dividend payment or other distribution to holders of its Equity Interests in the form assets, properties, cash, rights, obligations or securities on account of stock any shares of any class of Capital Stock of the CompanyBorrower or such Restricted Subsidiary, (ii) the Company may pay cash dividends in lieu make any payments with respect to Affiliate Subordinated Debt or make any redemption or repurchase of fractional shares in association with a stock dividend any Affiliate Subordinated Debt or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long purchase, redeem or otherwise acquire for value any shares of any class of Capital Stock of the Borrower or Restricted Subsidiary or any warrants, rights or options to acquire any such shares, now or hereafter outstanding, or reduce its capital (each, a “Restricted Payment”); provided, however, that the Borrower may, and may permit its Restricted Subsidiaries to (w) declare and pay dividends and other distributions within five (5) Business Days of the Closing Date, as no Event contemplated by the Plan of Default has occurred and is continuing or could reasonably be expected to occur as a result thereofReorganization, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000250,000,000, (ivx) the Company may declare and make any dividend payment or other Restricted Payments to repurchase Equity Interests distribution payable in Common Stock of the Company upon Borrower, (y) with respect to any Restricted Subsidiary, declare and make any dividend payment or other distribution (A) payable to the exercise of stock options if such Equity Interests represent a portion Borrower or any Restricted Subsidiary, or (B) where the Borrower or the Restricted Subsidiary which owns the Capital Stock in the payor receives at least its proportionate share thereof (after giving effect to the relative rights and preferences of the exercise price various classes of Capital Stock of such optionspayor), so long as substantially concurrently and (z) with such Restricted Paymentrespect to the Borrower, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as if there is no Default or Event of Default has occurred and is continuing or could reasonably be expected none would result therefrom, take action specified in clause (i), (ii) and (iii) above (I) if, at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to occur as a result thereofthe Administrative Agent, most recently preceding the date on which the Borrower takes such action, the Company may make any payment Interest Coverage Ratio was at least 3.0 to 1.0, calculated on account a rolling four fiscal quarter basis ending on the date of such financial statements and with effect from the purchasedate of such delivery of such financial statements (or, redemptionif at such time less than four fiscal quarters have ended since the Closing Date, retirementthe immediately preceding fiscal quarters commencing with the fiscal quarter ending March 31, acquisition2006), cancellation or termination of any Equity Interests in and the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year of payments made under this clause (which shall increase to $10,000,000 subsequent to z) of this Section 8.2 since the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, Closing Date (vi) including the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any contemplated Restricted Payment and under clause (including in connection with II) of this Section 8.2) is less than the exercise sum of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (ya) honor any conversion request by a holder 100% of convertible Debt and make cash on hand on the Closing Date (after giving effect to all cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary distributions made or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by pursuant to the Company or its Subsidiaries Plan of Reorganization) plus (b) 100% of Free Cash Flow since the Closing Date (less any amounts of Free Cash Flow applied to a taxing authority to satisfy such tax liabilityprepay the Term Loans as required under Section 2.11) and (ixII) in an amount equal to the Company may make any Restricted Payment amount of interest payable by MAG with respect to the proceeds MAG Senior Notes within five (5) Business Days of which shall be used to pay (such distribution or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95dividend.

Restricted Payments. NotNo Loan Party shall, and not nor shall it permit any Subsidiary of its Subsidiaries to, directly or indirectly, make any Restricted Payments, except (a) make any distribution to any holders of the Borrower may repurchase its Equity Interests (except for dividends Stock from current or distributions from a Subsidiary to a Wholly-Owned Subsidiary former officers, employees or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any directors of the foregoing Borrower and its Subsidiaries (items (aor their permitted transferees or estates) through (e) aboveupon their death, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution disability or termination of employment in an aggregate amount not to holders of its Equity Interests exceed $150,000 in the form of stock any fiscal year of the CompanyBorrower, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend provided that, no Default or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected would result therefrom; (b) (i) the Borrower may declare and make dividend payments or other distributions payable solely in its Stock (other than Disqualifying Stock) and (ii) any Subsidiary of a Borrower may declare and pay dividends to the Borrower or any other Loan Party; (c) (i) the repurchase of Stock deemed to occur as upon the exercise of stock options, warrants or other convertible or exchangeable securities if such Stock represents a result portion of the exercise, conversion or exchange price thereof, after and (ii) repurchases of Stock deemed to occur upon the withholding of a Qualified IPOportion of the Stock granted or awarded to a current or former officer, director, employee or consultant to pay for the Company may make any taxes payable by such person upon such grant or award (or upon vesting thereof) (d) Restricted Payments made with the cash proceeds received from the substantially concurrent issuance of Stock (other than Disqualified Stock) of the Borrower within ten (10) days of such issuance which proceeds are not otherwise permitted hereby used for any other purpose; (e) other Restricted Payments in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests 200,000 in any fiscal year of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existenceBorrower. 95Section 7.3

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make any distribution to any holders dividends payable solely in the same class of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)capital stock of such Person, (b) purchase to make dividends or redeem any of its Equity Interestsother distributions payable to the Borrower (directly or indirectly through Subsidiaries) and ratably to minority shareholders or to make dividends or other distributions payable to a Subsidiary by another Subsidiary, (c) pay any management fees or similar fees to any of its equityholdersthe Specified Share Repurchase; provided that both prior, (d) make any redemptionand after giving effect to, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, such Specified Share Repurchase (i) the Company may make a distribution to holders no Default or Event of its Equity Interests in the form of stock of the CompanyDefault shall have occurred and be continuing, (ii) the Company may pay cash dividends in lieu Consolidated Leverage Ratio shall be less than or equal to 2.0 to 1.0 (to be calculated to give pro forma effect to any repayments of fractional shares in association with a stock dividend Funded Indebtedness occurring on or exercise prior to the relevant date of warrants, options or other securities exchangeable into Equity Interests of the Company, determination) and (iii) so long as the Borrower shall have unutilized commitments under the Revolving Credit Agreement in an amount not less than $250,000,000, and (d) other Restricted Payments if no Event of Default has occurred and is continuing or could reasonably be expected to occur as would result from such action; provided that during any period in which a result thereof, after a Qualified IPORatings Downgrade has occurred and is continuing, the Company may make any aggregate amount of all such Restricted Payments pursuant to this clause (d) shall not otherwise exceed $75,000,000 for any consecutive four quarter period, beginning with the first fiscal quarter following such Ratings Downgrade; it being understood however that this proviso does not in any way limit (i) Restricted Payments permitted hereby by clauses (a), (b) and (c) hereof, (ii) other Restricted Payments, to the extent such Restricted Payments are in an aggregate amount not equal to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests sum of the Company upon proceeds received by the Borrower from the exercise of stock options if such Equity Interests represent a portion held by employees, management or directors of the Borrower, plus any tax benefit to the Borrower related to such exercise price of such options, so long as substantially concurrently with such Restricted Payment, or (iii) the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu repurchase of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Indebtedness.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) make any distribution the Borrower may declare and pay dividends with respect to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)payable solely in additional shares of its common stock, (b) purchase or redeem any of its Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) pay any management fees or similar fees the Borrower may make Restricted Payments pursuant to any of its equityholdersand in accordance with stock option and benefits plans, (d) make any redemptionincluding, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoingwithout limitation, (i) the Company may make a distribution to holders cashless exercises of its Equity Interests in the form of stock of the Companyany such options, (ii) the Company may pay cash dividends in lieu delivery to Borrower of fractional shares in association of Borrower’s common stock or restricted stock units by directors, management and employees of the Borrower or any Subsidiary thereof to cover tax withholding obligations associated with a grants or exercises of stock dividend or exercise of warrantsoptions, options restricted stock, restricted stock units or other securities exchangeable into Equity Interests equity-based awards, as well as other Restricted Payments pursuant to and in accordance with option plans or other benefit plans for management or employees of the Company, Borrower and its Subsidiaries and (iii) so long as no Event of Default has occurred and is continuing then outstanding or could reasonably be expected to occur as a would result thereof, after a Qualified IPOtherefrom, the Company purchase of the Borrower’s common stock on the open market and the re-issuance of such common stock to officers and employees of the Borrower in connection with incentive compensation plans or other agreements with officers, directors or employees of the Borrower approved by the Board of Directors of the Borrower, option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) the Borrower may exchange an Equity Interest of the Borrower for another Equity Interest of the Borrower, (e) subject to compliance with all covenants, limitations and restrictions governing consolidations, mergers and/or asset transfers set forth in the Loan Documents, the Borrower may make payments or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets; (f) the Borrower may make cash payments in lieu of the issuance of fractional shares and (g) the Borrower and its Subsidiaries may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, Payment so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v1) so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or could reasonably be expected to occur as would arise after giving effect (including giving effect on a result thereofPro Forma Basis) thereto, and (2) the Company may make any payment on account aggregate amount of all such Restricted Payments does not exceed 50% of cumulative Consolidated Net Income of the purchaseBorrower since January 31, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 952011.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests, or make any distribution to any holders other Restricted Payment, payable solely in additional shares of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)common stock, (b) purchase or redeem any of its Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) pay any the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management fees or similar fees to any employees of the Borrower and its equityholdersSubsidiaries, (d) make so long as, at the time any redemption, prepayment, defeasance, repurchase or any other payment in respect such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Subordinated Debt more than one year prior Indebtedness in connection therewith) no Default or Event of Default shall have occurred and is continuing, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to a portion of the scheduled maturity Available Amount on the date thereof or of such election that the Borrower elects to apply to this Section 6.07(d), (e) set aside funds for so long as, at the time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of the foregoing (items (aany Indebtedness in connection therewith) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders no Default or Event of its Equity Interests in the form of stock of the Company, Default shall have occurred and is continuing and (ii) the Company Total Leverage Ratio is not greater than 2.50 to 1.00, the Borrower and its Subsidiaries may pay make other Restricted Payments, (f) the Borrower and any Subsidiaries may make cash dividends payments in lieu of the issuance of fractional shares in association connection with a stock dividend the exercise or exercise conversion of warrantsEquity Equivalents, options or other securities exchangeable into (g) the Borrower and any Subsidiaries may repurchase (i) Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options Equity Equivalents if such Equity Interests represent a portion of the exercise price of such optionsEquity Equivalents and (ii) Equity Interests from any current or former officer, so long as substantially concurrently director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such Restricted Payment, person upon the Company applies the proceeds grant or award of such Restricted Payment to repurchase such Equity InterestsInterests (or upon vesting thereof), (vh) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereofwould arise after giving effect (including pro forma effect) thereto, the Company Borrower and any Subsidiaries may make any payment on account purchase Equity Interests from present or former officers, directors or employees of the purchaseBorrower or any Subsidiary upon the death, redemptiondisability, retirement, acquisition, cancellation retirement or termination of any Equity Interests in the Company employment or any optionservice of such officer, warrant director or other right to acquire any such Equity Interests employee, in an aggregate amount not to exceed exceeding $5,000,000 in any Fiscal Year fiscal year of the Borrower and (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vii) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment Permitted Call Spread Swap Agreements (other than cash, in excess of any cash payable in respect of a concurrent settlement of a Bond Hedge Transaction, that is required to be paid under a Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Borrower (or its Affiliate) (including in connection with the exercise of warrants, options and/or early unwind or other securities convertible into or exchangeable for Equity Interestssettlement thereof), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95).

Restricted Payments. NotThe Credit Parties will not, and not nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make any distribution to any holders dividends payable solely in the same class of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)of such Person, (b) purchase to make dividends or redeem any of other distributions payable to the Credit Parties (directly or indirectly through its Equity InterestsSubsidiaries), (c) pay any management fees or similar fees to make Restricted Payments to any Credit Party or Subsidiary thereof and to any other Person that owns an Equity Interest in such Person, ratably according to their respective holdings of its equityholdersthe type of Equity Interest in respect of which such Restricted Payment is being made, (d) to make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior Restricted Payments so long as after giving effect to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “each such Restricted Payments”). Notwithstanding the foregoing, Payment on a Pro Forma Basis (i) the Company may make a distribution to holders no Default or Event of its Equity Interests in the form of stock of the CompanyDefault shall then exist or would result therefrom, (ii) the Company Credit Parties shall be in compliance with each of the financial covenants set forth in Section 7.9 hereof and (iii) Liquidity shall be at least $50,000,000, (e) the Borrower may pay cash dividends make Restricted Payments pursuant to and in lieu of fractional shares in association accordance with a stock dividend or exercise of warrants, options option plans or other securities exchangeable into benefit plans for management, employees or other eligible service providers of the Borrower and its Subsidiaries, (f) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan, (g) the Borrower may make Restricted Payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans, (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Company, (iii) so long as no Event Borrower or any Subsidiary constituting a portion of Default has occurred and is continuing the purchase price consideration in settlement of indemnification claims or could reasonably be expected to occur as a result thereofof purchase price adjustments (including earn-outs and similar obligations), after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not and (i) to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Four-Quarter Period.

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Restricted Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) the payment of the Xxxx Foods Separation Payment, (b) to make any distribution dividends payable solely in the same class of Equity Interests or Hybrid Equity Securities of such Person, (c) to make dividends or other distributions payable to any holders Loan Party (directly or indirectly through Subsidiaries, and, in the case of its dividends or other distributions paid by Subsidiaries, ratably to other Persons that own the applicable class of Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned in such Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) to make any redemption, prepayment, defeasance, repurchase dividends to or any other payment in respect of any Subordinated Debt more than one year prior to repurchases from the scheduled maturity date thereof Borrower or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds ownership interests of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, Subsidiary the proceeds of which shall be used to pay taxes that are then due and payable, (or e) in the case of a Receivables Financing SPC, to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable its owners to the Company and its Subsidiariesextent of net income or other assets available therefor under applicable law, but (f) Subsidiaries that are not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company Loan Parties may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow other Subsidiaries that are not Loan Parties, (g) the Borrower may redeem or repurchase Equity Interests or other stock-based awards under any Parent Entity stock option plan, incentive plan, compensation plan or other benefit plan from officers, employees and directors of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (any Loan Party or any of its Parent Entities’Subsidiaries (or their estates, spouses or former spouses) corporate upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise, so long as (i) no Default has occurred and is continuing and (ii) the aggregate amount of cash used to effect Restricted Payments pursuant to this clause (g) in any fiscal year of Borrower does not exceed $5,000,000; (h) repurchases of Equity Interests or other legal existence. 95stock-based awards under any stock option plan, incentive plan, compensation plan or other benefit plan that occur or are deemed to occur upon the exercise of any such awards to the extent representing a portion of the exercise price of such award; (i) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into and consummate transactions expressly permitted by Section 8.04; (j) the Borrower may purchase fractional shares of its Equity Interests arising out of stock dividends, splits, combinations or business combinations (provided such transaction shall not be for the purpose of evading this limitation); and (k) to make other Restricted Payments so long as at the time of the making thereof and after giving effect thereto on a Pro Forma Basis, (i) no Default shall have occurred and/or be continuing or be directly or indirectly caused as a result thereof and (ii) the Borrower is in compliance with the financial covenants set forth in Section 8.11; provided that if the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) would be greater than 3.75 to 1.0, the Borrower may only make Restricted Payments pursuant to this clause (k) if, after giving effect to such Restricted Payment, the aggregate amount of all such Restricted Payments made pursuant to this clause (k) after the Initial Funding Date does not exceed $50,000,000.

Restricted Payments. NotThe Company will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) make any distribution the Company may declare and pay dividends with respect to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)payable solely in additional shares of its common stock, (b) purchase or redeem any of its (i) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, and (ii) a Subsidiary may make distributions to allow for the Company may pay cash dividends payment of any Federal, state, local, or foreign Taxes (including UK Tax) that are due and payable by any group of corporations that includes the Subsidiary and with which the Subsidiary joins in lieu filing any consolidated, combined, unitary, or similar tax returns, determined as if the Subsidiary filed such tax returns separately as the parent of fractional shares in association with a stock dividend an affiliated (or exercise of warrants, options or other securities exchangeable into Equity Interests of similar) group that included the CompanySubsidiary and its subsidiaries, (iiic) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result exists at the time thereof, after a Qualified IPO, the Company may make redeem, repurchase, acquire or retire (i) any Restricted Payments not otherwise permitted hereby of its outstanding Equity Interests during the term of this Agreement so long as, after giving effect to the applicable redemption, repurchase, acquisition or retirement, the Total Leverage Ratio is less than the Applicable Share Repurchase Ratio, and (ii) to the extent the Company is unable to satisfy the Applicable Share Repurchase Ratio requirement set forth in the foregoing clause (i), any of its outstanding Equity Interests during the term of this Agreement in an aggregate amount not to exceed $5,000,000, (iv) 50,000,000 less the Company may make other Restricted Payments to repurchase aggregate amount of Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, repurchased by the Company applies during the proceeds of such Restricted Payment period from February 6, 2008 to repurchase such Equity Interests, the Effective Date (v) so long as no Event of Default has occurred and with the understanding that this $50,000,000 basket is continuing or could reasonably be expected to occur as a result thereof, separate from the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests basket provided in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year foregoing clause (which shall increase to $10,000,000 subsequent to i) and only available when the consummation of a Qualified IPOclause (i) basket is unavailable), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, and (vid) the Company may make payments of regularly scheduled interest as declare and when due in pay distributions and dividends on its Equity Interests; provided, that, with respect of any Subordinated Debtto the foregoing clause (d), (vii1) the Company may (no Default shall exist before or may make Restricted Payments after giving effect to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options such distributions and dividends or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination be created as a result thereof or any Acquisition or other Investment and (y2) honor any conversion request by a holder of convertible Debt and make each cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made dividend declared by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity made within 90 days of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95declaration thereof.

Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof thereof, unless such redemption, prepayment, defeasance, repurchase or other payment is made on a pro rata basis with the Obligations, or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock or other Equity Interests of the CompanyCompany and may issue or grant Equity Kickers not otherwise prohibited under this Agreement, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 10,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO)Year, which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95.

Restricted Payments. NotNo Loan Party shall, and not no Loan Party shall permit any Subsidiary of its Subsidiaries to, (a) declare or pay any dividends or make any other distribution to or payment on account of or redeem, retire, defease or purchase any holders of its Equity Interests Stock or Stock Equivalent (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution payment of dividends to holders of its Equity Interests in the form of stock of the CompanyBorrower or any other Loan Party, (ii) the Company may pay cash payment of dividends or distributions payable solely in lieu of fractional shares in association with a stock dividend such Loan Party’s Stock or exercise of warrants, options or other securities exchangeable into Equity Interests of the CompanyStock Equivalents, (iii) the issuance of Stock upon the exercise or conversion of Stock Equivalents, and (iv) so long as no Default or Event of Default has occurred and is then continuing or could reasonably be expected to occur as a would result thereof, after a Qualified IPOtherefrom, the Company may make any Restricted Payments not otherwise repurchase of Borrower’s Stock and Stock Equivalents from current or former officers, employees or directors (or their permitted hereby transferees or estates) upon their death, disability or termination of employment, or as part of tax withholding relating to the vesting of Borrower’s equity securities, in an aggregate amount not to exceed $5,000,0001,250,000 in any fiscal year for repurchases that involve death, disability or termination of employment and $2,500,000 (such amount shall be increased to $7,500,000 when Borrower has $180,000,000 in cash and Cash Equivalents in accounts subject to an Account Control Agreement, excluding the Blocked Account Control Agreement(s)) in any fiscal year for purchases that involve tax withholding relating to the vesting of equity securities, (ivb) purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness (other than with respect to the Company may make other Restricted Payments Obligations as described in Section 2.5) prior to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interestsits scheduled maturity, (vc) so long as no Event of Default has occurred and is continuing purchase or could reasonably be expected to occur as a result thereof, the Company may make any payment on account or with respect to any Subordinated Indebtedness, except as expressly permitted by the applicable Subordination Agreement, (d) pay any management, consulting or similar fees to any Affiliate or holder of the purchase, redemption, retirement, acquisition, cancellation Stock or termination Stock Equivalents of any Equity Interests a Loan Party (other than (i) director’s fees and reimbursement of actual out of pocket expenses incurred in connection with attending board of director meetings not to exceed in the Company aggregate, with respect to all such items, $750,000 in any fiscal year, (ii) bona fide consulting and service fees on arm’s-length terms paid to such Affiliates or any option, warrant holders of Stock or other right Stock Equivalents for actual services rendered to acquire any such Equity Interests the Loan Parties in the ordinary course of business in an aggregate amount not to exceed $5,000,000 250,000 in any Fiscal Year fiscal year (which amount shall increase be payable in cash), and (iii) legal fees to $10,000,000 subsequent Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP)), or (e) be a party to the consummation or bound by an agreement that restricts a Loan Party or any Subsidiary of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward Loan Party from paying dividends or otherwise making any payments or distributions to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Loan Party.

Restricted Payments. Not(i) The Company will not, and will not cause or permit any Subsidiary to, directly or indirectly, (a) declare or pay any dividend or make any distribution to any holders of its Equity Interests (except for other than dividends or distributions from a Subsidiary payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company's Qualified Capital Stock to a Wholly-Owned Subsidiary holders of such Capital Stock, (b) redeem or to repurchase any Qualified Capital Stock of the Company and dividends or distributions from a Subsidiary ratably any warrants, rights or options to purchase or acquire shares of any non-Wholly-Owned Subsidiaryclass of such Capital Stock, or (c) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) purchase or redeem any of its Equity Interests, and (c) pay any management fees being referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted Payment or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoingimmediately after giving effect thereto, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, Default shall have occurred and be continuing or (ii) the Company may pay cash dividends is not in lieu compliance with Section 7(h) or (iii) the aggregate amount of fractional shares Restricted Payments (including such proposed Restricted Payment but excluding Restricted Payments pursuant to clause (2) of the next paragraph) made subsequent to the Closing Date (the amount expended for such purposes, if other than in association with a stock dividend or exercise cash, being the fair market value of warrants, options or other securities exchangeable into Equity Interests such property as determined reasonably and in good faith by the Board of Directors of the Company) shall exceed the sum (the "BASKET") of (without duplication): (v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income for any fiscal quarter shall be a loss, (iiiminus 100% of such loss) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon earned subsequent to the exercise of stock options if such Equity Interests represent a portion end of the exercise price first fiscal quarter ended after the Closing Date and on or prior to the date the Restricted Payment occurs (the "REFERENCE DATE") (treating such period as a single accounting period); plus (w) 100% of such optionsthe aggregate net proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Closing Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus (x) without duplication of any amounts included in clause (iii)(w) above, so long as substantially concurrently with such Restricted Payment100% of the aggregate net proceeds of any equity contribution received by the Company from a holder of the Company's Capital Stock; plus (y) without duplication of any amounts included in the calculation of Consolidated Net Income, the Company applies sum of (1) the aggregate amount returned in cash on or with respect to investments treated as Restricted Payments whether through interest payments, principal payments, dividends or other distributions or payments, and (2) the net proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in received by the Company or any option, warrant Subsidiary from the disposition of all or any portion of such Investments (other right than to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu Subsidiary of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity InterestsCompany), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95;

Restricted Payments. NotThe Credit Parties will not, and not permit directly or indirectly, declare, order, make or set apart any Subsidiary tosum for or pay any Restricted Payment, except (a) to make any distribution to any holders dividends payable solely in the same class of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)Capital Stock of such Person, (b) purchase to make dividends or redeem any of other distributions payable to the Borrower (directly or indirectly through its Equity InterestsSubsidiaries), (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Default or Event of Default has shall have occurred and is be continuing or could reasonably be expected to occur as a would result thereof, after a Qualified IPOtherefrom, the Company Borrower shall be entitled to make the Borrower Dividend on or before July 30, 2004, (d) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make regularly scheduled payments of interest in respect of the High Yield Notes, (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may prepay the full amount of the High Yield Notes (and any Restricted Payments not otherwise permitted hereby accrued and unpaid interest and prepayment premiums with respect thereto) on the FLT Loan Funding Date, (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, to make payments with respect to the Earnout Obligation, (g) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may pay management and advisory fees to the Sponsor in an aggregate amount not to exceed $5,000,000400,000 per annum, (ivh) the Company Borrower may make other Restricted Payments to repurchase Equity Interests repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company upon the exercise of stock options if such Equity Interests represent a portion Borrower held by employees of the exercise Borrower or any of its Subsidiaries pursuant to any employee equity subscription agreement, stock option agreement or stock ownership arrangement; provided that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $10,000,000 in the aggregate over the term of this Credit Agreement and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the Borrower may repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower (other than Capital Stock held by employees pursuant to agreements of the type referred to in clause (h) of this Section 6.11 or Capital Stock owned by the Sponsor); provided that (A) the aggregate price paid for all such optionsrepurchased, so long as substantially concurrently with redeemed, acquired or retired Capital Stock shall not exceed $10,000,000 in the aggregate over the term of this Credit Agreement, (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (C) after giving effect on a pro forma basis to such Restricted Paymentrepurchase, redemption, acquisition or retirement, the Company applies Credit Parties shall be in compliance with the proceeds financial covenants set forth in Section 5.9 as of such Restricted Payment to repurchase such Equity Intereststhe most recent Test Date, (vj) the Credit Parties may pay advisory or consulting fees to Persons that are not Affiliates in the ordinary course of business and (k) so long as no Default or Event of Default has shall have occurred and is be continuing or could reasonably be expected to occur as a would result thereoftherefrom, the Company Credit Parties may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation pay advisory or termination of any Equity Interests consulting fees to Affiliates in the Company or any option, warrant or other right to acquire any such Equity Interests ordinary course of business in an aggregate amount not to exceed $5,000,000 in 75,000 per annum. The Credit Parties will not make any Fiscal Year cash payment (which shall increase to $10,000,000 subsequent including, without limitation, any cash dividend or cash interest payment) with respect to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu preferred Capital Stock of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Borrower.

Restricted Payments. NotDeclare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and not permit be continuing at the time of any Subsidiary to, action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrowers, the Guarantors and any distribution other Person that owns an Equity Interest in such Subsidiary, ratably according to any holders their respective holdings of its the type of Equity Interests Interest in respect of which such Restricted Payment is being made; (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to b) the Company and dividends each Subsidiary may declare and make dividend payments or other distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase payable solely in the common stock or redeem any other common Equity Interests of its Equity Interests, such Person; (c) pay any management fees the Company and each Subsidiary may purchase, redeem or similar fees to any otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its equityholders, common stock or other common Equity Interests; (d) payments with respect to any intercompany loan permitted under Section 7.03(g); (e) the Company may declare or pay cash dividends to its stockholders, and purchase, redeem or otherwise acquire for cash Equity Interests issued by it so long as, in each case, after giving pro forma effect to such payment, purchase, redemption or acquisition, the Total Leverage Ratio as of the end of the most recently ended fiscal quarter for which financial statements have been delivered shall not be greater than 3.00:1.00 (in the case of any cash dividend to its stockholders, determined as of the end of the most recently ended fiscal quarter for which financial statements have been delivered prior to the date of declaration of such dividend (and for the avoidance of doubt, not as of the date of payment of such dividend); provided that the date of declaration of such dividend reflects the minimum period required under applicable state law); provided that if at the time of any such payment, purchase, redemption or acquisition, and after giving pro forma effect thereto, the Total Leverage Ratio as of the end of the most recently ended fiscal quarter for which financial statements have been delivered would be greater than 3.00:1.00, such payment, purchase, redemption or acquisition shall nonetheless be permitted so long as the aggregate amount of such payment, purchase, redemption or acquisition consummated in reliance on this proviso shall not exceed $10,000,000 in any fiscal year; (f) the Company may make any redemption, prepayment, defeasance, repurchase prepayments or any other payment purchases of principal in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (eIndebtedness permitted under Section 7.03(j) set aside funds for any of the foregoing (items (aand Section 7.03(f) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, so long as (i) the Company may make demonstrates that, on a distribution pro forma basis after giving effect to holders of its Equity Interests any such Restricted Payment, (A) it is compliance with the financial covenants set forth in the form of stock of the CompanySection 7.11 and (B) Liquidity shall not be less than $30,000,000, (ii) the Company may pay cash dividends aggregate amount of such Restricted Payments in lieu respect of fractional shares Indebtedness permitted under Section 7.03(j) made in association with a stock dividend or exercise reliance of warrants, options or other securities exchangeable into Equity Interests this clause (f) during the term of the Companythis Agreement shall not exceed $50,000,000, (iii) so long as no Event any such Restricted Payment is made only with cash on hand of Default has occurred the Company and is continuing or could reasonably be expected its Subsidiaries and not with proceeds of credit extensions hereunder, and (iv) prior to occur as a result thereofmaking any such Restricted Payment in any calendar year, after a Qualified IPOthat when aggregated with all other such Restricted Payments pursuant to this clause (f) made during such calendar year would exceed $15,000,000, the Company may make any demonstrates that Total Leverage Ratio, calculated on a pro forma basis after giving effect to such Restricted Payments Payment, shall not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, be greater than 3.00:1.00; (ivg) the Company may make other Restricted Payments to repurchase Equity Interests prepayments or purchases of principal in respect of (i) the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsIndebtedness permitted under Section 7.03(j), so long as substantially concurrently with such Restricted Payment, the Company applies Payments are made with the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPOIndebtedness permitted by Section 7.03(j), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, and (viii) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Indebtedness permitted under

Restricted Payments. NotThe Company shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries (other than its Wholly Owned Subsidiaries) to, (a) declare or make any dividend payment or other distribution to any holders of its Equity Interests assets, properties, cash, rights, obligations or securities (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or other than to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Wholly Owned Subsidiary)Subsidiary of the Company) on account of any shares of any class of its Capital Stock, (b) purchase or purchase, redeem or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding; except that the Company may: declare and make dividend payments or other distributions payable solely in its common stock; purchase, redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock; and declare or pay cash dividends to its common stock shareholders or repurchase or redeem its common stock; provided that the aggregate amount of all such dividends declared or paid and common stock repurchased or redeemed (collectively, Distributions") in any four consecutive fiscal quarter period (including the quarter in which any such Distributions occurred) shall not exceed 50% of the amount of the cumulative consolidated net income of the Company and its Subsidiaries (net of cumulative losses) reported in the eight consecutive fiscal quarter period ending with the fiscal quarter immediately preceding the date as of which the applicable Distributions occurred; purchase, redeem or otherwise acquire shares of its Equity Interests, (c) pay any management fees or similar fees common stock pursuant to any of its equityholdersagreement entered into between it, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock Subsidiary of the Company, (ii) and any officer, director employee or consultant to the Company may pay cash dividends or any of its Subsidiaries, entered into in lieu the Ordinary Course of fractional shares Business, in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, which the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) is obligated or has the Company may make other Restricted Payments option to repurchase Equity Interests from such officer, director, employee or consultant shares of common stock of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or Person's termination of any Equity Interests in employment or services with the Company or any optionsuch Subsidiary, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of $250,000 in the tax liability that aggregate; and repay, convert, exchange or redeem any Indebtedness permitted under Section 8.05 which by its terms is convertible or exchangeable, or constitutes the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net right to purchase any shares of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds class of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Capital Stock.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends or make any distribution other Restricted Payments with respect to any holders of its Equity Interests payable solely in additional Equity Interests of the Borrower (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiaryother than Disqualified Equity Interests), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company Borrower may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, (c) the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company Borrower may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make cash payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (d) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (ye) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and the Borrower may make payments on convertible Debt Restricted Payments pursuant to and in accordance with its termsstock incentive plans or other employee benefit plans for directors, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary officers or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity employees of the Company to pay) any tax liability in respect of income attributable to the Company Borrower and its Subsidiaries, but not in excess (f) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower may purchase Equity Interests from present or former officers, directors or employees of the tax liability Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $10,000,000 in any fiscal year of the Borrower, (g) so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, Borrower may make Restricted Payments in an aggregate amount not to exceed, when aggregated with the aggregate amount of Investments made pursuant to Section 6.04(v), the aggregate amount of net cash proceeds received from sales or issuances of Equity Interests of the Borrower (other than Disqualified Equity Interests) after the Effective Date, (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments with respect to the 2008 Subordinated Convertible Notes, the Existing Target Notes and any other Permitted Indebtedness that may be converted to Equity Interests of the Company would incur if it filed tax returns Borrower by its terms and any derivative transactions entered into in connection therewith, (i) the payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the parent case may be, if at such date of a consolidateddeclaration or redemption notice such dividend, combineddistribution or redemption, unitary or aggregate group for itself as the case may be, would have complied with this Section 6.07 and (j) the Borrower and its Restricted Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any other Restricted Payment so long as no Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including pro forma effect in accordance with Section 1.04(b)) thereto and immediately after giving effect to such Restricted Payment the proceeds aggregate amount of which shall be used to pay (or to make all such Restricted Payments made under this clause will not exceed (i) the sum of (x) the Applicable Amount plus (y) 50% of cumulative Consolidated Net Income calculated separately for each fiscal quarter ending after June 30, 2011 at any time, if the Leverage Ratio after giving effect (including pro forma effect in accordance with Section 1.04(b)) to allow such Restricted Payment is less than or equal to 2.0 to 1.0, (ii) the Applicable Amount at any Parent Entity time, if the Leverage Ratio after giving effect (including pro forma effect in accordance with Section 1.04(b)) to such Restricted Payment is greater than 2.0 to 1.0 and less than or equal to 3.0 to 1.0 or (iii) $200,000,000 during any fiscal year (up to a maximum of the Company Applicable Amount in the aggregate during the term of this Agreement), if the Leverage Ratio after giving effect (including pro forma effect in accordance with Section 1.04(b)) to paysuch Restricted Payment is greater than 3.0 to 1.0. As used in this Section 6.07, “Applicable Amount” means the greater of (i) franchise$500,000,000 and (ii) 7.5% of Consolidated Total Assets as of the end of the most recent fiscal quarter of the Borrower for which Financials have been delivered (or, excise and similar taxes and other feesprior to the first delivery of any such financial statements, taxes and expensesas of the end of the fiscal quarter of the Borrower ended March 31, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 952011).

Restricted Payments. NotThe Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly declare, pay or make any Restricted Payments, except (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from Dividends payable by a Subsidiary to a Wholly-Owned Subsidiary the Borrower or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned another Subsidiary), (b) purchase or redeem any of its Equity InterestsDividends payable in stock and not cash, (c) pay any management fees or similar fees to any regularly scheduled payments of its equityholdersinterest on the Senior Subordinated Notes, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to Restricted Payments as the scheduled maturity date thereof or (e) set aside funds for any result of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock repurchase of the Company, (ii) Capital Stock of the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options Borrower or other securities exchangeable into Equity Interests of the CompanyBorrower from outside directors, (iii) so long as no Event employees or members of Default has occurred and is continuing management of the Borrower or could reasonably be expected to occur as a result thereofany Subsidiary of the Borrower, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,00020,000,000 during the term of this Agreement, (iv) the Company may make other Restricted Payments to repurchase Equity Interests net of the Company upon proceeds received by the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred Borrower and is continuing or could reasonably be expected to occur its Subsidiaries as a result thereofof any resales of any such Capital Stock or other securities, (e) Restricted Payments as a result of a purchase of Capital Stock made in order to fulfill the Company may make any payment on account obligations of the purchase, redemption, retirement, acquisition, cancellation Borrower or termination its Subsidiaries under an employee stock purchase plan or similar plan covering employees of any Equity Interests in the Company Borrower or any option, warrant or other right Subsidiary as from time to acquire any such Equity Interests time in effect in an aggregate net amount not to exceed $5,000,000 in any Fiscal Year 10,000,000 during the term of this Agreement, (which shall increase to $10,000,000 subsequent f) Permitted Issuances, (g) Restricted Payments made pursuant to the consummation of a Qualified IPO)Home Interiors Recapitalization and the Home Interiors Merger and (h) management, whichadvisory, if not used in such Fiscal Year, may be carried forward consulting and similar fees to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu Affiliate of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Borrower or any of its Parent Entities’Subsidiaries other than (i) corporate an Obligor and (ii) pursuant to the Consulting Agreements, subject to Section 7.7 hereof; provided, further, however, the Borrower shall not pay or other legal existence. 95make any Restricted Payments permitted by this Section 7.6 unless there shall exist no Default prior to or after giving effect to any such proposed Restricted Payment.

Restricted Payments. NotNo Credit Party shall, and not nor shall it permit any Subsidiary of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment, except that (a) make any distribution to any holders Subsidiary of its Equity Interests (except for Holdings may declare and pay dividends or make other distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)on its equity holders, (b) purchase with respect to Subordinated Indebtedness, Holdings or redeem any Subsidiary may (i) in each case to the extent due and payable on a non-accelerated basis and permitted under the subordination agreement or subordination provisions applicable thereto (the terms of its Equity Interests, (c) pay any management fees or similar fees which are reasonably satisfactory to any of its equityholders, (dthe Note Agent) make any redemptionregularly scheduled payments of principal and interest and payment of fees, prepayment, defeasance, repurchase or any other payment expenses and indemnification obligations in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof Indebtedness (including customary “AHYDO catch-up payments” permitted by such subordination agreement or (esubordination provisions applicable thereto) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, and (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has shall have occurred and is continuing or could reasonably be expected to occur as a result continuing, consummate incurrence of any Permitted Refinancing Indebtedness in respect thereof, after a Qualified IPO, (c) with respect to any Earn Out Indebtedness (other than Earn Out Indebtedness which requires or permits that payment therefor be made solely in the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase form of Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsHoldings), so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has shall have occurred and be continuing and the Issuer is continuing or could reasonably be expected to occur as a result thereofin pro forma compliance with Section 6.7, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company Holdings or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company Subsidiary may make payments of regularly scheduled interest thereof as and when due in and owing thereunder and (d) with respect of to any Subordinated DebtIndebtedness or Earn-Out Indebtedness, (vii) the Company Holdings or any Subsidiary may (convert or may exchange any such Indebtedness or make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of payments thereunder by the issuance of fractional shares in connection with any Restricted Payment Equity Interests (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for than Disqualified Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Holdings.

Restricted Payments. NotThe Company shall not, and shall not suffer or permit any Subsidiary to, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem or otherwise acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding; except that (a) any Wholly-Owned Subsidiary may declare and make dividend payments or other distributions to the Company or to its immediate parent Subsidiary of the Company, (b) any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to that is not a Wholly-Owned Subsidiary may declare and make pro-rata dividend payments or to the Company and dividends or distributions from a Subsidiary ratably to any nonother pro-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interestsrata distributions, (c) pay any management fees the Company or similar fees to any of its equityholders, (d) Subsidiaries may make any redemption, prepayment, defeasance, repurchase or any other payment redemption of its capital stock, provided, that, in respect the case of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or this clause (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”c). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock Company’s Leverage Ratio as of the date of any such repurchase or redemption (calculated on a pro forma basis giving effect to such repurchase or redemption) is less than 2.00 to 1.0 or (ii) (x) the Company’s Leverage Ratio as of the date of any such repurchase or redemption (calculated on a pro forma basis giving effect to such repurchase or redemption) is greater than or equal to 2.00 to 1.0 but less than (I) with respect to any repurchase or redemption occurring on or after May 1 of any calendar year but prior to February 1 of any calendar year, 2.75 to 1.0 or (II) with respect to any repurchase or redemption occurring on or after February 1 of any calendar year but prior to May 1 of any calendar year, 3.00 to 1.0, and (y) the aggregate consideration paid and other payments made by the Company and its Subsidiaries during the preceding twelve months in connection with all such repurchases and redemptions, including such proposed repurchase or redemption, does not exceed $15,000,000, (iid) the Company may pay the settlement amount with respect to each $1,000 aggregate principal amount of Convertible Debt converted into shares of the Company’s common stock (i) in cash, which shall not exceed the lesser of $1,000 and the conversion value of such Convertible Debt pursuant to the terms and conditions of the Indenture and (ii) if the conversion value of such Convertible Debt exceeds $1,000, in the number of shares of the Company’s common stock as calculated pursuant to the terms and conditions of the Indenture, (e) with respect to the conversion of the Convertible Debt into shares of the Company’s common stock, the Company may pay the cash dividends in lieu value of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company’s common stock pursuant to the terms and conditions of the Indenture and (f) the Company may repurchase, (iii) so long as redeem or prepay the Convertible Debt provided that no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, at the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests time of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price consummation of such options76 repurchase, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as redemption or prepayment and no Default or Event of Default has occurred and is continuing would occur after giving effect to such repurchase, redemption or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95prepayment.

Restricted Payments. NotNo Borrower will, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution (awhether in cash or Property) make on any distribution to any holders of its Equity Interests or any class of its Equity Interests, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any Equity Interests, earn-out payments, or any options, warrants, or other rights to purchase such Equity Interests, whether now or hereafter outstanding (each, a "Restricted Payment"), except for (i) dividends or distributions from payable by a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to Borrower solely in shares of any non-Wholly-Owned Subsidiary), (b) purchase or redeem any class of its Equity Interests, (cii) pay Restricted Payments made by any management fees or similar fees Subsidiary to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase Borrower or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make another Subsidiary that is a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the CompanyLoan Party, (iii) so long as no Default or Event of Default has occurred exists and is continuing or could reasonably be expected Loan Parties have sufficient working capital to occur pay their debts as they come due, Permitted Tax Distributions; provided that (x) as a result thereofcondition precedent to any such payment, Borrower Agent shall deliver to Lender a letter from its tax accountants, in form and substance satisfactory to Lender, detailing the amount necessary to be applied to such holders of Equity Interests tax liabilities, which letter may relate to the estimated tax payments for the next succeeding four quarters, (y) such payment or distribution shall be limited to the amounts specified in such letter, and (z) after any redetermination of such Loan Party’s taxable income for such period, such Loan Party shall receive from each of its holders of Equity Interests a Qualified IPO, repayment of the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (if any) by which any such distribution exceeded the allocable amount of such holders of Equity Interests actual tax liability; and (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, dividends and distributions so long as substantially concurrently with such Restricted Payment, at the Company applies time of the proceeds of such Restricted Payment to repurchase such Equity Interestsmaking thereof and after giving pro forma effect thereto, (vx) so long as no Default or Event of Default has occurred and is continuing shall exist or could reasonably be expected to occur as a result thereoftherefrom, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt Excess Availability shall not be less than $6,000,000 after giving effect thereto and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viiiz) the Company may make any Restricted Payment Fixed Charge Coverage Ratio for the twelve (12) month period ending as of the last day of the immediately preceding calendar month shall, on a pro forma basis after giving effect to the extent the Company is filing an income tax return making of such dividend or distribution as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company end of such calendar month, be equal to pay) any tax liability in respect or greater than 1.4 to 1.0 (regardless of income attributable to whether the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and Fixed Charge Coverage Ratio is required to be made by the Company or its Subsidiaries to a taxing authority to satisfy tested for such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95period).

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (c) the Borrower may make cash payments in lieu of issuing fractional shares in an aggregate amount not exceeding $200,000 during the term of this Agreement, (d) the Borrower may declare and pay distributions effecting “poison pill” rights plans provided that any securities or rights so distributed have a nominal fair market value at the time of declaration, (e) the Borrower may make any distribution to mandatory or optional cash payments or deliveries of the Borrower’s capital stock, or any holders combination thereof, in settlement of its obligations under any Convertible Notes Documents upon the conversion or required repurchase of any Convertible Notes thereunder, and (f) the Borrower may make repurchases, redemptions or other acquisitions or retirements for value of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected deemed to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options or other rights to acquire Equity Interests of Borrower if such Equity Interests represent a portion of the exercise or exchange price thereof or (ii) to the extent of such optionsany withholding tax liability incurred as a result of any exercise, so long as substantially concurrently with such Restricted Paymentvesting, grant or exchange of Equity Interests of Borrower issued under any incentive plan adopted by the Company applies the proceeds holders of such Restricted Payment to repurchase such its Equity Interests, in accordance with such incentive plan; provided that (vA) so long as at the time of such repurchase, redemption or other acquisition or retirement for value, no Default or Event of Default has occurred and is continuing or could reasonably would be expected caused by such Restricted Payment and (B) such withholding tax is remitted to occur as a result thereofthe appropriate governmental authority within thirty (30) days after such repurchase, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant redemption or other right acquisition or retirement for value. Seventh Amendment to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Credit Agreement

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends or make any distribution other Restricted Payments with respect to any holders of its Equity Interests payable solely in additional Equity Interests of the Borrower (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiaryother than Disqualified Equity Interests), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company Borrower may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, (c) the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company Borrower may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make cash payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (d) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (ye) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and the Borrower may make payments on convertible Debt Restricted Payments pursuant to and in accordance with its termsstock incentive plans or other employee benefit plans for directors, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary officers or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity employees of the Company to pay) any tax liability in respect of income attributable to the Company Borrower and its Subsidiaries, but not in excess (f) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower may purchase Equity Interests from present or former officers, directors or employees of the tax liability that Borrower or any Subsidiary upon the Company death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $2,500,000 in any fiscal year of the Borrower, (g) so long as no Default or Event of Default shall have occurred and be continuing or would incur if it filed tax returns occur as a result thereof, Borrower may make Restricted Payments in an aggregate amount not to exceed, when aggregated with the parent aggregate amount of a consolidatedInvestments made pursuant to Section 6.04(u), combinedthe aggregate amount of net cash proceeds received from sales or issuances of Equity Interests of the Borrower (other than Disqualified Equity Interests) after the Effective Date, unitary or aggregate group for itself (h) the Borrower and its Subsidiaries may make Restricted Payments with respect to the 2008 Subordinated Convertible Notes and any other Permitted Indebtedness that may be converted to Equity Interests of the Borrower by its terms and any derivative transactions entered into in connection therewith, and (i) the Borrower and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any other Restricted Payment so long as no Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including pro forma effect) thereto and immediately after giving effect to such Restricted Payment the proceeds aggregate amount of which shall be used to pay (or to make all such Restricted Payments made under this clause will not exceed (i) $350,000,000 at any time, if the Leverage Ratio after giving effect (including pro forma effect) to allow such Restricted Payment is less than or equal to 2.0 to 1.0 or (ii) $150,000,000 during any Parent Entity fiscal year (up to a maximum of $350,000,000 in the Company aggregate during the term of this Agreement), if the Leverage Ratio after giving effect (including pro forma effect) to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required such Restricted Payment is greater than 2.0 to maintain its (or any of its Parent Entities’) corporate or other legal existence. 951.0.

Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)shareholders, (b) purchase or redeem any of its Equity Interestscapital stock or other equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equityholdersshareholders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, defeasance or repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”)foregoing. Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make other distributions to the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, or another Subsidiary and (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or could reasonably be expected to occur as a would result thereof, after a Qualified IPOtherefrom, the Company and its Subsidiaries may make any Restricted Payments not otherwise permitted hereby (1) pay dividends to its stockholders and purchase or redeem its capital stock, (2) pay management fees to Young Automotive Group, LLC, an Indiana limited liability company ("YAG"), and its Affiliates (collectively, "Young") in connection with joint ventures formed by the Company and its Subsidiaries pursuant to that certain Joint Venture Formation Agreement, dated as of January 31, 1998, among the Company, YAG and certain other parties (the "Younx XX Xxxeement"), in an aggregate amount not to exceed $5,000,00030% of the annual pre-tax income of all Persons in which Investments are made pursuant to the Younx XX Xxxeement, (iv3) the Company may make other Restricted Payments pay management fees to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsminority investors in UAG Cerritos, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred LLC and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests [Brazil] in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to 20% of the consummation annual pre-fix income of a Qualified IPO)UAG Cerritos LLC or [Brazil], which, if not used in such Fiscal Year, as the case may be carried forward to succeeding Fiscal Yearsbe, (vi4) the Company may make payments of regularly scheduled interest as and when due in respect of repurchase, redeem, defease or otherwise repay all or any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, Subordinated Notes using the proceeds of which shall be used up to pay $ 5,000,000 of Revolving Loans and (5) repurchase, redeem, defease or to make Restricted Payments to allow otherwise repay all or any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment Subordinated Notes using the proceeds of an offering of equity securities, which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of equity securities are issued by the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Company.

Restricted Payments. NotThe Company will not pay any dividends ------------------- or redeem, and not permit any Subsidiary toretire, (a) purchase or guaranty the value of or make any distribution to any holders of its Equity Interests (except for dividends other acquisition, direct or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)indirect, (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for shares of any class of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock Capital Stock of the Company, or of any warrants, rights or options to acquire any such Capital Stock, now or hereafter outstanding, except to the extent that the consideration therefor consists solely of shares of stock (including warrants, rights or options relating thereto) of the Company or is approved by the Majority Banks; provided, the Company may: (i) complete the Common Stock Repurchase; (ii) -------- purchase shares of Common Stock and options to purchase Common Stock out of the proceeds of the $150,000,000 investment in the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrantsby BOSS II, options or other securities exchangeable into Equity Interests of LLC not required for the Company, Common Stock Repurchase; (iii) repurchase its Common Stock, including Common Stock to be reissued in connection with acquisitions, provided that the aggregate amount of all such repurchase from and after the Effective Date (excluding repurchases permitted by clauses (i) and (ii) above) shall not exceed $50,000,000 plus the aggregate amount of cash paid to acquire shares of ---- Common Stock after the Effective Date that are reissued (or shall be reissued within 180 days of the acquisition thereof) as part of the consideration paid to a seller in connection with an acquisition permitted hereby; (iv) redeem or purchase shares of Company Common Stock or options to purchase Company Common Stock, as the case may be, held by former employees of the Company or any of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (x) the only consideration paid by the Company in -------- respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by the Company in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so long as forgiven plus (C) the aggregate amount of' all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Effective Date, shall not exceed $10,000,000, and (z) at the time of any cash payment or forgiveness of liabilities permitted to be made pursuant to this Section 7.06(iv), including any cash payment under a Shareholder Subordinated Note, no Default or Event of Default has occurred and is continuing shall then exist or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, therefrom; (v) so long as no Default or Event of Default has occurred and is continuing exists or could reasonably would result therefrom, pay regularly accruing cash dividends on Preferred Stock, with such dividends to be expected to occur as a result thereof, paid in accordance with the Company may make any payment on account terms of the purchaserespective statement of designation therefor, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount but not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, otherwise; and (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares of Common Stock issued in connection with any Restricted Payment (including in connection with the exercise a conversion of warrants, options or other securities convertible Preferred Stock into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt Common Stock in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity relevant provisions of the Company to pay) any tax liability in respect statement of income attributable to the Company and its Subsidiariesdesignation therefor, but not in excess of the tax liability that the Company would incur if it filed tax returns so long as the parent aggregate amount of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries all cash paid pursuant to this clause (and net of vi) does not exceed $75,000 in any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95calendar year.

Restricted Payments. NotThe Borrower shall not, and not nor shall it permit any Subsidiary of its Subsidiaries to, make any Restricted Payments except that if no Default exists or would result therefrom, the Borrower may (a) make any distribution redeem preferred Equity Interests with the proceeds of or in connection with a contemporaneous issuance of Equity Interests; provided that, as to any holders of its preferred Equity Interests (except for dividends or distributions from a Subsidiary issued to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiaryeffect such redemption, such preferred Equity Interests are permitted by Section 6.04(c), (b) purchase or redeem any pay non-cash dividends in the form of its common Equity InterestsInterests of the Borrower, (c) pay any management fees or similar fees to any non-cash dividends on preferred Equity Interests of its equityholdersthe Borrower in the form of additional preferred Equity Interests of the Borrower so long as such additional preferred Equity Interests are permitted by Section 6.04(c), (d) make may pay regularly scheduled dividends, in cash, on (i) the Existing Preferred Stock in an amount not exceeding $8,000,000 in the aggregate during any redemption, prepayment, defeasance, repurchase or any other payment fiscal year (provided that such basket in respect of any Subordinated Debt more than one fiscal year prior shall be increased by the sum of (A) the lesser of (1) the unused amount of such basket for the immediately preceding fiscal year and (2) $2,000,000 plus (B) any unused amount of any increases in such basket carried forward to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, such immediately preceding fiscal year in accordance with this clause (i)) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, and (ii) the Company may pay cash dividends Refinancing Preferred Stock, if any, in lieu an amount not to exceed the limitation set forth in the definition of fractional Refinancing Preferred Stock, (e) repurchase or redeem shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into common Equity Interests of the Company, (iii) so long as no Event Borrower from any holder of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price less than 100 shares of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such common Equity Interests, provided that the aggregate amount paid for all such repurchases and redemptions made pursuant to this clause (ve) so long as no Event of Default has occurred shall not exceed $1,000,000 in any fiscal year and is continuing (f) purchase, redeem or could reasonably be expected acquire, cancel or retire for value capital stock, or options, warrants, equity appreciation rights or other rights to occur as a result thereof, the Company may make any payment on account purchase or acquire capital stock of the purchaseBorrower held by any existing or former directors, redemption, retirement, acquisition, cancellation employees or termination management of any Equity Interests in the Company Borrower or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu Subsidiary of the issuance of fractional shares Borrower or their assigns, estates or heirs, in each case in connection with any Restricted Payment (including in connection with the exercise of warrantsemployee or director stock option, options restricted stock or restricted stock units, or stock purchase agreements or other securities convertible into agreements to compensate such management employees or exchangeable directors; provided that such redemptions or repurchases pursuant to this clause (f) will not exceed $2,000,000 in the aggregate during any calendar year and $10,000,000 in the aggregate for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment all such redemptions and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95repurchases..

Restricted Payments. NotThe Company will not, and not nor will it permit any Restricted Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make any distribution dividends payable solely in the same class of Equity Interests or Hybrid Equity Securities of such Person, and to make other payments or satisfy other obligations through the issuance of Equity Interests of such Person, (b) to make dividends or other distributions payable to any holders Loan Party (directly or indirectly through Subsidiaries, and, in the case of its dividends or other distributions paid by Subsidiaries, ratably to other Persons that own the applicable class of Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned in such Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees to make dividends to or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) repurchases from the Company may make a distribution to or the holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds ownership interests of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, Subsidiary the proceeds of which shall be used to pay taxes that are then due and payable, (or d) in the case of a Receivables Financing SPC, to make Restricted Payments to allow its owners to the extent of net income or other assets available therefor under applicable law, (e) Subsidiaries that are not Guarantors may make Restricted Payments to other Subsidiaries that are not Guarantors, (f) the Company may redeem or repurchase Equity Interests or other stock-based awards under any Parent Entity stock option plan, incentive plan, compensation plan or other benefit plan from officers, employees and directors of any Loan Party or any of its Subsidiaries (or their estates, spouses or former spouses) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise, so long as (i) no Default has occurred and is continuing and (ii) the aggregate amount of cash used to effect Restricted Payments pursuant to this clause (f) in any fiscal year of Company does not exceed $10,000,000; (g) repurchases of Equity Interests or other stock-based awards under any stock option plan, incentive plan, compensation plan or other benefit plan that occur or are deemed to occur upon the exercise of any such awards to the extent representing a portion of the Company exercise price of such award; (h) to pay) any tax liability in respect of income attributable to the extent constituting Restricted Payments, the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself Subsidiaries may enter into and its Subsidiaries consummate transactions expressly permitted by Section 8.04; (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ixi) the Company may purchase fractional shares of its Equity Interests arising out of stock dividends, splits, combinations or business combinations (provided such transaction shall not be for the purpose of evading this limitation); (j) to make any other Restricted Payment Payments so long as at the proceeds time of which the making thereof and after giving effect thereto on a Pro Forma Basis, (i) no Default shall have occurred and/or be used continuing or be directly or indirectly caused as a result thereof and (ii) the Company is in compliance with the financial covenants set forth in Section 8.11; provided that if the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to pay (or such Restricted Payment) would be greater than 4.0 to 1.0, the Company may only make Restricted Payments pursuant to allow any Parent Entity this clause (j) if, after giving effect to such Restricted Payment, the aggregate amount of all such Restricted Payments made pursuant to this clause (j) after the Fourth Amendment Effective Date does not exceed $150,000,000 less the Applicable Warrant Transaction Reduction Amount (determined as of the date of such Restricted Payment); (k) the Company may enter into Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions in connection with the issuance of Convertible Bond Indebtedness permitted under Section 8.01(f) and satisfy its obligations to paypay premiums upon entering into such transactions; (l) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any the Company may issue shares of its Parent Entities’common capital stock to satisfy obligations in respect of Convertible Bond Indebtedness; and (m) corporate the Company may receive shares of its common capital stock on account of net share settlements or other legal existence. 95terminations of any Convertible Bond Hedge Transactions or Warrant Transactions entered into in connection with Convertible Bond Indebtedness.

Restricted Payments. NotBlount International shall not, and shall not permit any Subsidiary perxxx xxy of its Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend or make any other payment or distribution to on account of Blount International's or any holders of its Restricted Xxxxxxiaries' Equity Interests (including any distribution, dividend or payment in connection with any merger or consolidation involving Blount International or any of its Restricted Subxxxxxxies) or to the direct or indirect holders of Blount International's or any of its Restricted Xxxxxxiaries' Equity Interests in their capacity as such, except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment that are payable in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form (other than Disqualified Stock) of stock Blount International or payable to Blount Internatixxxx xr a Restricted Subsidiary of the Company, Bxxxxx International; (ii) the Company may pay cash dividends purchase, redeem or othexxxxx acquire or retire for value (including, without limitation, in lieu of fractional shares in association connection with a stock dividend any merger or exercise of warrants, options or other securities exchangeable into consolidation involving Blount International) any Equity Interests of the Companyxxx Xxmpany, Blount International or any direct or indirect parxxx xx Blount International; (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account or xxxx respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Guarantees, except the scheduled payment of interest and Additional Interest, if any, or principal and premium, if any, at the Stated Maturity of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent Indebtedness that is subordinated to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) Notes or the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (Guarantees or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, Indebtedness that is permitted under clause (viii) the Company may of Section 4.09 hereof, or (iv) make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay Investment (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy all such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes payments and other feesactions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), taxes unless, at the time of and expenses, in each case, required after giving effect to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95such Restricted Payment:

Restricted Payments. NotThe Borrower shall not, and shall not permit any Subsidiary other Company to, (a) make declare, pay or make, or agree to pay or make, directly or indirectly, any distribution to any holders of its Equity Interests (Restricted Payment, except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, that (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as provided no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPOcontinuing, the Borrower may declare and pay ordinary course dividends with respect to its share capital (but not special or extraordinary dividends), provided that there would not be a breach of Section 11.1(j) after giving effect to the payment, (ii) any other Company may declare and pay ordinary course, special and extraordinary dividends to the Borrower or for the indirect benefit of the Borrower, (iii) the Borrower or any other Company may make any Restricted Payments not otherwise permitted hereby pursuant to and in an aggregate amount not to exceed $5,000,000accordance with stock option plans, stock purchase plans, profit sharing plans, dividend reinvestment plans and/or other benefit plans or investment plans for management, employees or customers of the relevant Company, (iv) the purchase or redemption by Newfoundland Power Inc. of its preferred shares pursuant to the operation of the purchase funds applicable to such preferred shares provided that the aggregate amount of such purchase and/or redemption in any Fiscal Year shall not exceed $300,000, (v) the Borrower may make scheduled interest payments under its convertible subordinated debentures due 2016 in the principal amount of U.S.$40,000,000, (vi) FortisWest may declare and pay dividends with respect to its preferred shares issued to FortisOntario, Fortis Properties and FortisBC Holdings Inc. in connection with the FortisWest Transaction, (vii) a Company may make declare and pay dividends with respect to its preferred shares issued in connection with a transaction permitted under clause (iv) or clause (ix) of Section 11.1(k) and (viii) any Restricted Payment by the Borrower or any other Restricted Payments Company in addition to repurchase Equity Interests those set forth in clauses (i) - (vii) of this Section 11.3(e), provided that (A) at the Company upon the exercise time of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with giving effect to such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing continuing, (B) no Default would arise immediately after or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right giving effect to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal YearsRestricted Payment, (viC) the Company may make payments of regularly scheduled interest as Consolidated Debt to Consolidated Capitalization Ratio would not exceed 0.65:1.00 immediately after giving effect to such Restricted Payment and when due in respect of any Subordinated Debt, (viiD) the Company may (or may make Borrower has given the Agent, prior to giving effect to such Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Payment, a certificate detailing such Restricted Payment and evidencing compliance with clauses (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and A) to (yC) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95above.

Restricted Payments. NotNo Loan Party will, and not nor will it permit any Subsidiary of its Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary may declare and make Restricted Payments to a Wholly-Owned Subsidiary the Borrower or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned another Subsidiary), (b) purchase a Loan Party or redeem any Subsidiary may declare and make dividend payments and other distributions payable solely in the Equity Interests of its Equity Interestssuch Person, and (c) pay any management fees provided that no Event of Default exists or similar fees to any would be caused by the declaring or making of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “such Restricted Payments”). Notwithstanding the foregoingPayment, (i) the Company Borrower may declare and make a distribution to holders of Restricted Payments in accordance with its Equity Interests in the form of stock of the CompanyPartnership Agreement, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Wholly Owned Subsidiary may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof Loan Party or any Acquisition or other Investment Subsidiary and (yiii) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and non-Wholly Owned Subsidiary may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity its owners on a pro rata basis in accordance with such owners’ pro rata ownership interest therein; provided that the foregoing shall not operate to prohibit the payment of distributions of Available Cash (as defined in the Borrower’s partnership agreement) to limited partners of the Company to payBorrower or the payment by the Borrower for the repurchase of limited partnership interests in the Borrower so long as (i) any tax liability in respect of income attributable to on the Company and its Subsidiariesrecord date for such distribution, but not in excess of or on the tax liability date that the Company would incur if it filed tax returns Borrower became legally bound to pay the repurchase price for such repurchase (herein also referred to as a “record date”), as applicable, such distribution or such repurchase was permitted by the parent foregoing and (ii) such distribution or such repurchase price is paid within the earlier of a consolidated60 days after the record date and any date under applicable law on which such dividend or repurchase must be consummated; provided, combinedfurther, unitary that the provisions of this Section 6.10 shall not be construed to prohibit investments by the Borrower or aggregate group for itself and its Subsidiaries (and net any other Loan Party in Equity Interests of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95non-Wholly Owned Subsidiary.

Restricted Payments. NotNo Savvis Party shall make any Restricted Payment, and not permit any Subsidiary to, except (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or intercompany loans and advances among the Savvis Parties to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)extent expressly permitted by Section 6.3, (b) purchase or redeem any dividends and distributions by Subsidiaries of its Equity InterestsLessee paid to Lessee, (c) pay any management fees or similar fees to any of its equityholdersemployee loans permitted under Section 6.4(b), (d) make any redemption, prepayment, defeasance, repurchase or any other payment payments of principal and interest pursuant to intercompany obligations incurred in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or accordance with Section 6.3; (e) set aside funds for any scheduled payments of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoinginterest with respect to Subordinated Debt, (if) the Company Subsidiaries of Holdings (other than Lessee) may make a distribution Restricted Payments to holders Holdings, the Lessee, or any Subsidiary of its Equity Interests Holdings, and Subsidiaries of Lessee may make Restricted Payments to Lessee, provided that in the form event any Restricted Payment from a foreign Subsidiary of stock of the CompanyHoldings shall exceed all amounts due Holdings under intercompany loans pursuant to Section 6.3, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend Holdings shall then contribute all such excess amounts to Lessee; provided, further that no Default or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected would result after giving effect to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise Payment pursuant to clauses (e) or (f) above; (g) dividends and distributions by Lessee to Holdings as and to the extent permitted hereby under Section 6.2(c); (h) Holdings may repurchase capital Stock (or options and warrants with respect thereto) owned by employees of Holdings or Lessee (i) in an aggregate amount not to exceed $5,000,000, (iv) connection with the Company may make other Restricted Payments to repurchase Equity Interests termination of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price employment of such optionsemployees or (ii) permitted to be repurchased or redeemed pursuant to the terms of any subscription agreement or option or similar agreement entered into in the ordinary course of business between Holdings and any officer, director or employee of Holdings and its Subsidiaries, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected would result after giving effect to occur as a result thereof, any Restricted Payment pursuant to this clause (h) and the Company may make any payment on account aggregate amount of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests consideration (other than in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation form of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (viStock) the Company may make payments of regularly scheduled interest as and when due expended by Holdings in respect of any Subordinated Debt, all such repurchases under this clause (viih) does not exceed $400,000 between the Execution Date and the Maturity Date; and (i) the Company may (or may make Restricted Payments payment of up to allow $1,100,000 in fees to Xxxxx Xxxxxx at any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95time.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) make any distribution the Borrower may declare and pay dividends with respect to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)payable solely in additional shares of its common stock, (b) purchase or redeem any of its Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) pay any the Borrower may make Restricted Payments pursuant to and in accordance with stock compensation plans or other benefit plans for management fees or similar fees to any employees of the Borrower and its equityholdersSubsidiaries, (d) make any redemptionthe Borrower and each Subsidiary may purchase, prepaymentredeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issuance of Equity Interests of such Person, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company Borrower may make a distribution to holders declare and pay dividends in respect of its Equity Interests in the form of stock if, as of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests date of the Companypayment of such dividends and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected would result and: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to occur 1.00, or (ii) if the Leverage Ratio (as calculated on a result thereofpro forma basis) is equal to or greater than 2.5 to 1.00, after a Qualified IPOthen the aggregate amount of dividends paid under the permissions of this clause (e) during any fiscal year shall not exceed an amount equal to the greater of (A) $30,000,000, or (B) 25% of the Borrower’s Consolidated Net Income for the preceding fiscal year, and (f) in addition to the dividends permitted by clause (e) and the other Restricted Payments permitted by this Section 6.08, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company Borrower may make other Restricted Payments to (including repurchase Equity Interests of the Company upon the exercise of stock options if such Borrower’s Equity Interests represent a portion Interests) if, as of the exercise price date of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds payment of such Restricted Payment and after giving effect to repurchase such Equity Intereststhe payment thereof and any Indebtedness incurred in connection therewith, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a would result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year and: (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vii) the Company may make payments Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, and (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate cash amount of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make all Restricted Payments to allow any Parent Entity tomade under the permissions of this clause (f) (x) pay cash in lieu of during the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing then current fiscal year shall not exceed an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95amount equal $30,000,000.

Restricted Payments. NotDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and not permit any Subsidiary to, (a) or make any distribution to any holders of its Equity Interests (except payment on account of, or set apart assets for dividends a sinking or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to other analogous fund for, the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)purchase, (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase retirement or other acquisition of, any Capital Stock of the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other payment distribution in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof thereof, either directly or (e) set aside funds for any indirectly, whether in cash or property or in obligations of the foregoing Borrower or any Subsidiary (items (a) through (e) above, collectively, “"Restricted Payments”"). Notwithstanding the foregoing; provided, that (i) the Company any Subsidiary may make a distribution Restricted Payments to holders of its Equity Interests in the form of stock of the CompanyBorrower or any Wholly Owned Subsidiary Guarantor, (ii) the Company Borrower may pay cash dividends in lieu repurchase shares of fractional shares in association with a its common stock dividend or exercise of warrantsrights, options or other securities exchangeable into Equity Interests of the Companyunits in respect thereof, from its officers and directors for an aggregate purchase price not to exceed $1,000,000 in any fiscal year, (iii) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPOcontinuing, the Company may make Borrower may, at any Restricted Payments not time after January 1, 1999, otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests shares of the Company upon the exercise of its common stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, (A) there are no Revolving Extensions of Credit outstanding at the Company applies the proceeds time of such Restricted Payment repurchase (other than outstanding L/C Obligations which have not become Reimbursement Obligations) and (B) after giving effect to repurchase such Equity Interestsrepurchase, Consolidated Net Worth at such time shall be an amount at least equal to the sum of (x) $52,000,000, (vy) the aggregate amount of any Preferred Stock permitted to be issued pursuant to Section 7.2(h) which has been issued prior to the date of such repurchase and (z) 25% of the cumulative amount of any Consolidated Net Income since May 14, 1998 reflected on the financial statements of the Borrower which have been delivered pursuant to Section 6.1(a) on or prior to the date of such repurchase and (iv) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereofcontinuing, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Borrower may make Restricted Payments up to allow $2,000,000 in any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection fiscal year with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt respect to Preferred Stock which has been issued in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 7.2(h).

Restricted Payments. Not(a) The Company will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, (a) directly or indirectly, make any distribution to any holders Restricted Payment unless, at the time of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or and after giving effect to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)proposed Restricted Payment: -92- after the Issue Date (provided, (b) purchase or redeem any of its Equity Interestshowever, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) that the Company may make a distribution elect to holders of its Equity Interests in the form of stock apply all or any portion of the Companyaggregate increase contemplated by the proviso of this clause (4) in any calendar year and, to the extent any payment described under this clause (ii4) the Company may pay cash dividends is made by delivery of Debt and not in lieu of fractional shares in association with a stock dividend or exercise of warrantscash, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably such payment shall be expected deemed to occur as a result thereofonly when, after a Qualified IPOand to the extent, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not obligor on such Debt makes payments with respect to exceed $5,000,000, such Debt); (iv5) the Company may make other Restricted Payments dividend adjustments and repurchases of Capital Interests deemed to repurchase Equity Interests of the Company occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, warrants or other convertible or exchangeable securities or the Company applies the proceeds vesting of such Restricted Payment to repurchase such Equity Interests, restricted stock units or deferred stock units (v) so long as no Event of Default has occurred and is continuing including any management equity plan or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company stock option plan or any optionother management or employee benefit plan or agreement, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year stock subscription or shareholder agreement); (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi6) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments (A) to allow any Parent Entity to) (x) pay make cash payments in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity InterestsCapital Interests of the Company or the vesting of restricted stock units or deferred stock units and (B) consisting of (i) payments made or expected to be made in respect of withholding or similar taxes payable by any future, present or former officers, directors, employees, members of management or consultants of the Company, any Restricted Subsidiary or any Parent Entity, in each case solely to the extent such taxes relate to the foregoing persons’ ownership of Capital Interests in the Company and/or (ii) repurchases of Capital Interests in consideration of the payments described in clause (i), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares including demand repurchases in connection with any such conversion and may make the exercise of stock options or the vesting of restricted stock units or deferred stock units; (7) payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments made to allow any Parent Entity to pay) for the repurchase of Capital Interests of the Company to payor any Parent Entity held by any present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or family member thereof) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess as a result of the tax liability exercise by such person of employee stock options or the vesting of restricted stock units or deferred stock units, in an amount not to exceed $5 million in any calendar year; (8) the extension of credit that constitutes intercompany Debt, the Company would incur if it filed tax returns as Incurrence of which is permitted pursuant to clauses (5), (6) and (7) of the parent definition of a consolidated, combined, unitary or aggregate group for itself “Permitted Debt” hereunder; (9) the declaration and its Subsidiaries (and net payment of dividends to holders of any payment already made and to be made by class or series of Redeemable Capital Interests of the Company or its Subsidiaries any Restricted Subsidiary Incurred in compliance with Section 4.09 to a taxing authority to satisfy the extent such tax liability) and dividends are included in the definition of “Consolidated Fixed Charges” hereunder; (ix10) the Company may make purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Restricted Payment the proceeds of which shall be used to pay Junior Financing (or to make Restricted Payments to allow any Parent Entity A) at a purchase price not greater than 101% of the Company principal amount of such Junior Financing in the event of a change of control in accordance with provisions similar to paySection 4.14 or (B) franchise, excise and similar taxes and other fees, taxes and expenses, at a purchase price not greater than 100% of the principal amount thereof in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95accordance with

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity InterestsRestricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (A) the Borrower may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock, (cB) pay the Borrower may make Restricted Payments pursuant to and in accordance with any stock option plans or other benefit plans for directors, officers, consultants or employees of the Borrower and its Restricted Subsidiaries (or, following the consummation of a Holding Company Transaction, of the Holding Company) established in the ordinary course of business (including, to the extent established for the benefit of directors, officers, consultants or employees of the Borrower and its Restricted Subsidiaries and, as applicable, the Holding Company in the ordinary course of business, any defined contribution plan, stock incentive plan, non-employee directors plan, stock option agreement, management fees equity subscription agreement, stock ownership plan, put agreement, stockholder agreement, stock option plan or similar fees to any other benefit plan for directors, officers, consultants or employees of the Borrower and its equityholdersRestricted Subsidiaries and, (d) make any redemptionas applicable, prepaymentthe Holding Company, defeasanceand including the redemption or purchase of equity interests of the Borrower or, repurchase as applicable, the Holding Company held by former directors, officers, consultants or employees of the Borrower or any other payment Restricted Subsidiary or, as applicable, the Holding Company following termination of employment) and (C) the Borrower may make dividend payments in respect of any Subordinated Debt more than one year prior Disqualified Stock through the issuance of additional shares of such Disqualified Stock (but not in cash); provided that the Borrower may declare and make Restricted Payments in cash, subject to the scheduled maturity date thereof or (e) set aside funds for any satisfaction of each of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding following conditions on the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds date of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95after giving effect thereto:

Restricted Payments. NotThe Loan Parties shall not, and will cause their Subsidiaries not permit any Subsidiary to, (amake any Restricted Payment, except that the Loan Parties and their Subsidiaries may:(a) make any distribution Tax Distributions to any Holdings (and, from the proceeds thereof, Holdings may make Tax Distributions to the holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned SubsidiaryInterests), (b) purchase or redeem any of its Equity Interestsin each case, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form Ordinary Course of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iiiBusiness; and(b) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to would occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby (i) pay Permitted Management Fees in an aggregate amount not to exceed $5,000,000, 850,000 per fiscal year; (ivii) the Company may pay (or make other Restricted Payments to repurchase allow Holdings or any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests or Equity Interests Equivalents of Holdings (or of any direct or indirect parent thereof) held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Company foregoing) of a Borrower or any of their Subsidiaries upon the exercise death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock options if such Equity Interests represent option or profits interest plan or any other employee or director benefit plan or any agreement (including any separation, stock subscription, shareholder or partnership agreement) with any employee, director, consultant or distributor of a portion Borrower or any of their Subsidiaries in an aggregate amount after the exercise price of such optionsClosing Date not to exceed, so long as substantially concurrently together with such Restricted Paymentany payments made under any other Indebtedness permitted under Section 6.2(l), the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests$500,000 in any calendar year, (v) in each case so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to would occur as a result thereof; and (iii) provided that (1) the Loan Parties are in pro forma compliance with the Financial Covenants, the Company may make any payment on account after giving effect thereto, as of the purchaselast day of the most recently ended Test Period, redemptionand (2) the Loan Parties’ have pro forma minimum Liquidity of at least $10,000,000, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests make Restricted Payments in an aggregate amount not to exceed $5,000,000 500,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95aggregate.

Restricted Payments. NotDeclare or make, and not permit directly or indirectly, any Subsidiary toRestricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (a) each Subsidiary of a Borrower may make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary Restricted Payments to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)Borrower, (b) purchase or redeem any of its Equity Intereststhe Preferred A Redemption on the Closing Date, (c) pay any management fees or similar fees to any of its equityholdersPermitted Dividends, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect redemptions of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Companypursuant to employee, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend director or exercise of warrants, options consultant repurchase plans or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby similar agreements in an aggregate amount not to exceed $5,000,000250,000 in any fiscal year; provided, however, in each case (iv) the Company may make other Restricted Payments to than any such repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests redemption in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation ordinary course of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares business in connection with an employee incentive plan) the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, (e) the conversion of any Restricted Payment (including in connection with the exercise of warrants, options or its convertible securities into other securities of such Credit Party pursuant to the terms of such convertible into or exchangeable for Equity Interests)securities, share split, reverse share split or combination thereof or any Acquisition or other Investment and (yf) honor any conversion request by a holder the payment of convertible Debt and make cash payments in lieu of fractional shares in connection with upon the conversion of any such conversion convertible securities, not to exceed $500,000 in the aggregate during the Term, (g) Permitted Management Fee Payments or (h) any Credit Party and any Subsidiary may make payments on convertible Debt Tax Distributions to its members or shareholders when the applicable Tax giving rise to such Tax Distribution is due, including in accordance with its termsrespect of estimated Tax payments, so long as: (i) no Event of Default or Default shall be continuing at the time of and after giving pro forma effect to such Tax Distribution; and (ii) the purpose and calculation of such Tax Distribution shall be set forth in writing and submitted to Agent at least ten (10) days prior to such Tax Distribution, which shall be conclusive absent manifest error, and such Tax Distribution shall in fact be used for such purpose, unless an alternative use is approved by the Agent, (viiii) the Company may make any Restricted Payment subsequent to a Qualified IPO and to the extent the Company is filing an income tax return as a member made with cash proceeds of a consolidatedQualified IPO, combinedcash payments to any holders of DDH’s Preferred Equity, unitary or aggregate group (j) cash payments to the holders of DDH’s Preferred Equity and cash payments with respect to obligations owing under the Redemption Agreement subsequent to a Parent Entity, Qualified IPO to the extent made with proceeds of which shall be used the Second Amendment Delayed Draw Term Loan made on the Second Amendment Date, (k) the transactions contemplated pursuant to pay a Qualified IPO, (or to make Restricted Payments to allow any Parent Entity of the Company to payl) any tax liability in with respect of income attributable to the payment of Public Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) Costs; and (ixm) in order to effect the Company may make any Restricted Payment Redemption/Exchange Transactions; and (n) in order to effect the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Warrant Tender Offer.

Restricted Payments. Not(i) Declare or pay any dividend or other distribution, and not permit direct or indirect, on account of any Subsidiary toCapital Stock of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (aii) make any distribution repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock of any Loan Party or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (iii) make any payment to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary retire, or to obtain the Company and dividends surrender of, any outstanding warrants, options or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) other rights for the purchase or redeem acquisition of shares of any class of its Equity InterestsCapital Stock of any Loan Party, now or hereafter outstanding, or (civ) pay any management fees or similar any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to any management, consulting or other services agreement to any of its equityholders, (d) make the shareholders or other equityholders of any redemption, prepayment, defeasance, repurchase Loan Party or any of its Subsidiaries or other payment in respect Affiliates, or to any other Subsidiaries or Affiliates of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or Loan Party; provided, however, that (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iiix) so long as no Event of Default has occurred or would result therefrom and is continuing (y) (I) with respect to clauses (A), (B), (C), (D), and (E) below, so long as after giving effect thereto the Borrower has Excess Availability of at least $3,000,000 after giving effect thereto, and (II) with respect to clause (F) below, so long as after giving effect thereto the Borrower has Excess Availability of at least $2,000,000 after giving effect thereto, (A) Borrower and its Subsidiaries may pay dividends or could reasonably be expected make advances to occur the Parent (1) in amounts necessary to pay the customary expenses of the Parent in the ordinary course of its business solely as a result thereofof its ownership and operation of the Borrower and its Subsidiaries (including salaries and related reasonable and customary expenses incurred by employees of the Parent) and (2) in amounts necessary to enable the Parent to pay taxes when due and owing solely as a result of its ownership of the Borrower and its Subsidiaries, after a Qualified IPO(B) any Subsidiary of the Borrower may pay dividends to or make distributions to Borrower, (C) the Company Parent may make pay dividends in the form of common Capital Stock, (D) Parent and its Subsidiaries may pay amounts necessary to repurchase any Restricted Payments not otherwise permitted hereby equity securities of Parent from its employees, officers or directors, in an aggregate amount not to exceed in excess of $5,000,000200,000 in an any Fiscal Year, (ivE) Parent and its Subsidiaries may pay expenses incurred by the Company Loan Parties on or before the Effective Date in connection with this Agreement and the other Loan Documents and the transaction contemplated thereby, (F) Borrower may make other Restricted Payments pay any fees payable to repurchase Equity Interests Sun (or its Affiliates) pursuant to the terms and conditions of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsSun Management Agreement, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in during any Fiscal Year not greater than $1,000,000, and (which shall increase G) Borrower may pay any fees payable to $10,000,000 subsequent MFOL pursuant to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as terms and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu conditions of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensesMFOL Management Agreement, in each case, required to maintain its (or an aggregate amount during any of its Parent Entities’) corporate or other legal existence. 95Fiscal Year not greater than $1,000,000.

Restricted Payments. NotThe Company will not, and not nor will it permit any Subsidiary to, declare or pay any Restricted Payment (other than dividends payable in its own Capital Stock which is common stock), except that (a) make any distribution to any holders of its Equity Interests (except for Subsidiary may declare and pay dividends or make distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from to a Wholly‑Owned Subsidiary ratably to any non-Wholly-Owned Subsidiary)and, (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company and its Subsidiaries may make a distribution to holders repurchases of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected Capital Stock deemed to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent Capital Stock represents a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds and repurchases of such Restricted Payment to repurchase such Equity InterestsCapital Stock of Subsidiaries consisting of directors’ qualifying shares, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vic) the Company may make cash payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity InterestsCapital Stock of the Company, (d) the Company and its Subsidiaries may make any purchase, repurchase, redemption, retirement or other acquisition for value of shares of, or options to purchase shares of, Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), share splitpursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, reverse share split or combination thereof or any Acquisition or shares of such Capital Stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other Investment acquisitions for value will not exceed $10,000,000 in the aggregate and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viiie) the Company may make any declare or pay such other Restricted Payments, provided in all cases that (i) no Default or Event of Default exists or would be caused thereby and (ii) if the Leverage Ratio for the most recently ended Test Period immediately before and after giving effect to such Restricted Payment (on a pro forma basis acceptable to the extent Required HoldersPro Forma Basis) is greater than 3.25:1.0, then the Company is filing an income tax return as a member aggregate amount of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow permitted under this clause (be) in any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiariesconsecutive twelve month period shall not exceed $17,000,000. ‑34‑ Mxxxx Industries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Inc. Note Purchase Agreement

Restricted Payments. NotExcept as permitted in the provisos set forth below, the Company shall not, and the Company shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly: (ai) redeem, defease, repurchase, repay or make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepaymentsinking fund, defeasance, repurchase retirement or similar payment or otherwise make any other payment in respect of (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any Subordinated Debt more portion of any Indebtedness (other than one year prior to Permitted Senior Indebtedness, this Note and the scheduled maturity date thereof Other Notes), including, but not limited to, payments in respect of principal of (or (epremium, if any) set aside funds for any of the foregoing (items (a) through (e) aboveor interest on, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Companysuch Indebtedness, (ii) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Subsidiaries’ equity or equity-linked securities or to the direct or indirect holders of the Company’s or any of its Subsidiaries’ equity or equity-linked securities in their capacity as such, or (iii) make any repayment, redemption, retirement, defeasance, sinking fund or similar payment or purchase or other acquisition for value, or obtain the surrender of, any shares of any class of equity or equity-linked securities of the Company may pay cash dividends in lieu or any of fractional shares in association with a stock dividend its Subsidiaries or exercise of any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of equity or equity-linked securities exchangeable into Equity Interests of the CompanyCompany or any of its Subsidiaries, (iii) so long now or hereafter outstanding, provided, however, that the Company may make mandatory scheduled interest payments in respect of Permitted Indebtedness outstanding as of the date hereof to the extent the obligation to make such payments was incurred prior to the date hereof and if at the time such payment is due or is otherwise made or, after giving effect to such payment, no event constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing continuing; provided, further, that payments of principal or could reasonably be expected interest with respect to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, Permitted Indebtedness may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made solely by the Company conversion or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) exchange into the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Company's or any of its Parent Entities’) corporate or other legal existence. 95Subsidiaries' equity securities.

Restricted Payments. Not, and not permit any Subsidiary to, The Borrower shall not: (a) make declare or make, or permit any distribution to any holders of its Equity Interests Subsidiaries to declare or make, any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of its Stock other than (except for i) dividends paid by any wholly-owned Subsidiary of the Borrower to the Borrower or any other wholly-owned Subsidiary of the Borrower; (ii) distributions of shares of common stock of the Borrower to its management as executive compensation and in connection with management incentive plans; (iii) dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or payable solely in additional common Stock of the Borrower; and (iv) other dividends to the Company shareholders of the Borrower, provided at the time of, and immediately after giving effect to, the payment of such dividends or distributions from a Subsidiary ratably pursuant to any non-Wholly-Owned Subsidiarythis paragraph (a)(iv), no condition or event shall exist which constitutes an Event of Default; or (b) purchase purchase, redeem, or redeem any of its Equity Interests, (c) pay any management fees otherwise acquire for value or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof of its Stock now or hereafter outstanding (e) set aside funds for or permit any of the foregoing (items (aits Subsidiaries to do so) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, except (i) the Company may make a distribution to holders of its Equity Interests purchases in the form of open market to fund the Borrower's stock option plans, employee stock purchase plans, 401(k) plans and other similar plans consistent with the past practices of the Company, Borrower; (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend redemption or exercise of warrants, options or other securities exchangeable into Equity Interests purchase by any wholly- owned Subsidiary of the Company, Borrower of any of its Stock owned by another wholly- owned Subsidiary of the Borrower and (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes redemption and other fees, taxes and expenses, in each case, required to maintain its (or acquisition of any of its Parent Entities’) corporate or such Subsidiary's Stock, provided at the time of, and immediately after giving effect to, such purchase, redemption or other legal existenceacquisition pursuant to this paragraph (b)(iii), no condition or event shall exist which constitutes an Event of Default. 95SECTION 7.05.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except (a) make any distribution the Borrower may declare and pay dividends with respect to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)payable solely in additional shares of its common stock, (b) purchase Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees or other eligible service providers of the Borrower and its Subsidiaries, (d) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem any such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan, (e) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests, (cf) pay any management fees the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or similar fees combinations, business combinations or conversions of convertible securities, (g) the Borrower may make Restricted Payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans, (h) Borrower may enter into and purchase its Equity Interests pursuant to any accelerated stock repurchase agreement, forward contract or other similar agreement and perform its obligations thereunder, provided that such repurchase of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or Equity Interests is otherwise permitted under clause (e) set aside funds or clause (l) of this Section 6.08 (for any the avoidance of doubt, the foregoing amount of all Restricted Payments made to purchase Equity Interests pursuant to this clause (items (ah) through (e) aboveshall be determined based upon the net cash payments made after settlement of all payments and obligations pursuant to the terms of such accelerated stock repurchase agreement, collectively, “Restricted Payments”forward contract or other similar agreement). Notwithstanding the foregoing, (i) the Company Borrower or any Subsidiary may make a distribution receive or accept the return to holders the Borrower or any Subsidiary of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing Borrower or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent Subsidiary constituting a portion of the exercise purchase price consideration in settlement of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interestsindemnification claims, (vj) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company Borrower or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, Subsidiary may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with the conversion of any such conversion and Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its Equity Interest or “net share settle” warrants, (k) the Borrower may make payments or distributions required by applicable law to dissenting stockholders of a target company on convertible Debt in accordance with its terms, or after the consummation of the acquisition by the Borrower of such target company and (viiil) the Company Borrower and its Subsidiaries may make any other Restricted Payment so long as both immediately prior to the extent the Company and after giving effect (including giving effect on a pro forma basis) thereto (i) no Default or Event of Default has occurred and is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) continuing and (ixii) the Company may make any Restricted Payment Borrower is in compliance with the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, financial covenants set forth in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 6.10.

Restricted Payments. NotThe Loan Parties shall not, and shall not permit any Subsidiary of their respective Subsidiaries to, (a) make any distribution to any holders of its Equity Interests (except for dividends directly or distributions from indirectly, declare, order, pay, make, give, or publish notice or fix a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment date in respect of or set apart any Subordinated Debt more than one year prior sum for any Restricted Payment, enter into an agreement or make any commitment to the scheduled maturity date thereof or (e) set aside funds for effect any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding or take any other similar action in furtherance of or otherwise in connection with the foregoing; provided that, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as if no Event of Default has occurred or Potential Event of Default exists and is continuing or could reasonably Company would then be expected able to occur incur $1 of additional Indebtedness pursuant to the Mortgage Note indenture (as a result thereofin effect on the Closing Date), after a Qualified IPO, the Company may elect to make any Restricted Payments not otherwise permitted hereby one or more Stock Repurchases and pay dividends or make other distributions on shares or purchase shares of Capital Stock of Company in an aggregate amount not to exceed $5,000,00025,000,000, (iv) the except that Company may (A) at any time during the 1999 calendar year make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing one or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests more Stock Repurchases in an aggregate amount not to exceed $5,000,000 50,000,000 over and above the $25,000,000 amount otherwise permitted herein and (B) at any time make one or more Stock Repurchases in any Fiscal Year an aggregate amount not to exceed $100,000,000 over and above the $25,000,000 amount or the $50,000,000 amount, as applicable, otherwise permitted herein, provided that (which 1) each such Stock Repurchase pursuant to clause (A) or (B) above shall increase to $10,000,000 subsequent to be effected only through the consummation use of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, New Sources and (vi2) the Company may make payments of regularly scheduled interest as and when due aggregate amount applied in respect of any Subordinated DebtStock Repurchase pursuant to clause (B) above, if any, shall not exceed fifty percent (vii50%) the of New Sources then available therefor; (ii) Company may (or and its Subsidiaries may make Restricted Payments (but not any voluntary prepayments) in respect of Indebtedness permitted pursuant to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt subsection 6.1 in accordance with its termswith, (viii) the Company may make any Restricted Payment and to the extent required by, the terms and provisions of the applicable Indebtedness; (iii) Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group may prepay Indebtedness permitted pursuant to subsection 6.1 with a Parent Entity, the proceeds of which shall be used refinancing indebtedness permitted pursuant to pay subsection 6.1(c); (or iv) Company may prepay Indebtedness permitted pursuant to make Restricted Payments subsection 6.1(d), provided that the aggregate amount of principal payments prior to allow any Parent Entity of the Company to pay) any tax liability Maturity Date in respect of income attributable such Indebtedness shall not exceed $20,000,000; and (v) Company may prepay Indebtedness referred to the Company and its Subsidiaries, but not in excess clause (i) of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity definition of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, term "Net Cash Proceeds" contained in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 1.1."

Restricted Payments. NotThe Company shall not, and shall not permit any Subsidiary of its Restricted Subsidiaries to, (a) directly or indirectly: declare or pay any dividend or make any other payment or distribution to any holders on account of its or any of its Restricted Subsidiaries' Equity Interests (except for including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary payable (x) solely in Equity Interests (other than Disqualified Stock) of the Company or (y), in the case of the Company and its Restricted Subsidiaries, to the Company and dividends or distributions from a Restricted Subsidiary ratably to thereof); purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any non-Wholly-Owned Subsidiary), (b) purchase merger or redeem consolidation involving the Company or any of its Restricted Subsidiaries) any Equity InterestsInterests of the Company or any direct or indirect Parent of the Company or any Restricted Subsidiary of the Company (other than, (c) pay in the case of the Company and its Restricted Subsidiaries, any management fees such Equity Interests owned by the Company or similar fees to any of its equityholdersRestricted Subsidiaries); or make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of the Company that is subordinated to the Notes, except a payment of interest or principal at the Stated Maturity thereof, (d) make any redemption, prepayment, defeasance, repurchase or any all such payments and other payment actions set forth in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items clauses (a) through (ec) above, collectively, “above being collectively referred to as "Restricted Payments”"). Notwithstanding , unless, at the foregoingtime of and after giving effect to such Restricted Payment: no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10; and such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries from and after the Issue Date (excluding Restricted Payments permitted by clauses (2), (i3), (4), (5), (6), (7), (8) and (10) of the next succeeding paragraph), shall not exceed, at the date of determination, the sum of: an amount equal to 100% of the Consolidated EBITDA of the Company may make a distribution for the period beginning on the first day of the fiscal quarter commencing July 1, 2003 to holders of its Equity Interests in the form of stock end of the Company's most recently ended full fiscal quarter for which internal financial statements are available, (ii) taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense of the Company may pay cash dividends for such period, plus an amount equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital Stock Sale Proceeds used in lieu of fractional shares in association connection with a stock dividend an Investment made on or exercise of warrants, options or other securities exchangeable into Equity Interests after the Issue Date pursuant to clause (5) of the Company, (iii) so definition of "Permitted Investments," plus $100 million. So long as no Event of Default has occurred and is continuing or could reasonably would be expected to occur as a result caused thereby, the preceding provisions shall not prohibit: the payment of any dividend within 60 days after the date of declaration thereof, after a Qualified IPOif at said date of declaration such payment would have complied with the provisions of this Indenture; the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company in exchange for, or out of the net proceeds of, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not substantially concurrent sale (other than to exceed $5,000,000, (iva Subsidiary of the Company) the Company may make other Restricted Payments to repurchase of Equity Interests of the Company upon (other than Disqualified Stock); provided that the exercise amount of stock options if any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3) (b) of the preceding paragraph; the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any of its Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; regardless of whether a Default then exists, the payment of any dividend or distribution to the extent necessary to permit direct or indirect beneficial owners of shares of Capital Stock of the Company to pay federal, state or local income tax liabilities that would arise solely from income of the Company or any of its Restricted Subsidiaries, as the case may be, for the relevant taxable period and attributable to them solely as a result of the Company (and any intermediate entity through which the holder owns such shares) or any of its Restricted Subsidiaries being a limited liability company, partnership or similar entity for federal income tax purposes; regardless of whether a Default then exists, the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests represent on a portion pro rata basis; the payment of any dividend on the Helicon Preferred Stock or the redemption, repurchase, retirement or other acquisition of the exercise Helicon Preferred Stock in an amount not in excess of its aggregate liquidation value; the repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of the Company or a Parent of the Company held by any member of the Company's or such Parent's management pursuant to any management equity subscription agreement or stock option agreement entered into in accordance with the policies of the Company or any Parent; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any fiscal year of the Company; payment of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25% of the transaction value of such optionsacquisition, merger or similar transaction; additional dividends or distributions directly or indirectly to the Company or any Parent (i) regardless of whether a Default (other than a Default under Section 6.01(1), (2), (7) or (8)) exists, for the purpose of enabling Charter Holdings and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the Charter Holdings Indentures and/or any Charter Refinancing Indebtedness, (ii) for the purpose of enabling CCI and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the CCI Indentures and/or any Charter Refinancing Indebtedness and (iii) so long as substantially concurrently with such Restricted Payment, the Company applies would have been permitted, at the proceeds time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, to repurchase such Equity Interestsincur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10, (v) so long as no Event of Default has occurred and is continuing to the extent required to enable Charter Holdings, CCI or could reasonably be expected any Charter Refinancing Subsidiary to occur as a result thereofdefease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for value Indebtedness under the Charter Holdings Indentures, the Company may make CCI Indentures or any payment Charter Refinancing Indebtedness; and dividends or distributions to any Parent to consummate the Private Exchanges. The amount of all Restricted Payments (other than cash) shall be the fair market value on account the date of the purchase, redemption, retirement, acquisition, cancellation Restricted Payment of the asset(s) or termination of any Equity Interests in securities proposed to be transferred or issued by the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent of its Restricted Subsidiaries pursuant to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect Restricted Payment. The fair market value of any Subordinated Debt, (vii) assets or securities that are required to be valued by this covenant shall be determined by the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu Board of Directors of the issuance Company, whose resolution with respect thereto shall be delivered to the Trustee. Such Board of fractional shares in connection with Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $100 million. Not later than the date of making any Restricted Payment (including in connection with the exercise of warrants, options involving an amount or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not fair market value in excess of $10 million, the tax liability Issuers shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the Company would incur if it filed tax returns as basis upon which the parent of calculations required by this Section 4.07 were computed, together with a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net copy of any payment already made and to be made fairness opinion or appraisal required by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95this Indenture.

Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof thereof, unless such redemption, prepayment, defeasance, repurchase or other payment is made on a pro rata basis with the Obligations, or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock or other Equity Interests of the CompanyCompany and may issue or grant Equity Kickers not otherwise prohibited under this Agreement, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 10,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO)Year, which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company 57 may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95.

Restricted Payments. NotThe Borrowers will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) make any distribution the Company may declare and pay dividends with respect to any holders of its Equity Interests (except for dividends payable solely in additional shares of its common or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)preferred stock, (b) purchase Subsidiaries may declare and pay dividends or redeem any of its make other distributions ratably with respect to their Equity Interests, (c) pay any management fees the Company may make Restricted Payments pursuant to and in accordance with stock option plans or similar fees to any other benefit plans of the Company and its equityholdersSubsidiaries for participants in such plans, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution withholdings, redemptions or repurchases of shares that are awarded pursuant to holders of its Equity Interests in the form of stock of the Company’s equity incentive plans, stock award plans, or other benefit plans, in such amounts as may be sufficient to pay any withholding or other taxes owed by the Company or the plan participant relating to such shares, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (ive) the Company may make other Restricted Payments to repurchase cashless repurchases of Equity Interests of the Company deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such optionsoptions or warrants, and (f) the Company and the Subsidiaries may make other Restricted Payments without limit, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Default or Event of Default has occurred and is continuing or could reasonably would result therefrom; provided, that if at the time such Restricted Payment is to be expected made pursuant to occur as a result thereofthis clause (f), the Company may make any payment Consolidated Senior Net Leverage Ratio, measured on account a pro forma basis (with Consolidated Senior Funded Debt, consolidated cash and consolidated Cash Equivalent Investments measured as of such date and Consolidated EBITDA measured for the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Reference Period then most recently ended for which the Company or any optionhas delivered Financial Statements), warrant or other right exceeds 2.75:1.00, then after giving effect to acquire any the making of such Equity Interests in an Restricted Payment, the aggregate amount of all Restricted Payments made pursuant to this clause (f) shall not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used 20,000,000 in such Fiscal Yearfiscal year. For the avoidance of doubt, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment made in reliance on the foregoing clause (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (yf) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity not constitute usage of the Company to pay) any tax liability basket for Investments in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 6.04(r).

Restricted Payments. NotThe Company shall not, and shall not suffer or permit any Subsidiary to, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem or otherwise acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding; except that (a) any Wholly-Owned Subsidiary may declare and make dividend payments or other distributions to the Company or to its immediate parent Subsidiary of the Company, (b) any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to that is not a Wholly-Owned Subsidiary may declare and make pro-rata dividend payments or to other pro-rata distributions and (c) the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity InterestsSubsidiaries may make any repurchase or redemption of its capital stock provided that, in the case of this clause (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company's Leverage Ratio for the twelve month period most recently ended with respect to which the Company may make has delivered financial statements pursuant to Section 7.01 is less than 2.00 to 1.00 calculated on a distribution pro forma basis (calculated after giving effect to holders of its Equity Interests any such repurchase or redemption and any Acquisitions consummated during such period and determined in the form of stock manner provided in clause (3) of the Company, definition of Permitted Acquisitions) or (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend if such Leverage Ratio is greater than or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected equal to occur as a result thereof, after a Qualified IPO2.00 to 1.00, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request consideration paid by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its SubsidiariesSubsidiaries during such period in connection with all such repurchases and redemptions, but not in excess of including such proposed repurchase or redemption, plus the tax liability that aggregate Cash Consideration paid, incurred or assumed by the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and with respect to be made by the Company or its Subsidiaries to a taxing authority to satisfy all Acquisitions consummated during such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which period, shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95not exceed $5,000,000.

Restricted Payments. NotDeclare or make, and not permit directly or indirectly, any Subsidiary toRestricted Payment, or incur any obligation (acontingent or otherwise) make any distribution to any holders of its Equity Interests (do so, except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)that, (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has shall have occurred and is be continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, at the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination time of any Equity Interests in the Company action described below or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year would result therefrom: (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (via) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or each Subsidiary may make Restricted Payments to allow the Company, the Subsidiary Guarantors and any Parent Entity to) (x) pay cash other Person that owns an Equity Interest in lieu such Subsidiary, ratably according to their respective holdings of the issuance type of fractional shares Equity Interest in connection with any respect of which such Restricted Payment is being made; (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viiib) the Company and each Subsidiary may declare and make Restricted Payments payable solely in the common stock or other common Equity Interests of such Person; (c) the Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Company and each Subsidiary may declare, pay and make Restricted Payments consisting of dividends, repurchases or redemptions in an amount not to exceed the greater of (i) $100,000,000 and (ii) 12.5% of Consolidated EBITDA in any four fiscal quarter period; provided that (i) no Default or Event of Default shall have occurred and be continuing at the date of the declaration or payment thereof and (ii) after giving effect to such Restricted Payment to and any related Indebtedness incurred in connection therewith (as if such Restricted Payment and related Indebtedness were made or incurred, as applicable, on the extent last day of the most recently completed four fiscal quarters of the Company), the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group in pro forma compliance with a Parent Entity, the proceeds of which shall be used to pay financial covenants set forth in Section 7.11; (or to make Restricted Payments to allow any Parent Entity of the Company to paye) any tax liability in respect of income attributable to the Company and its Subsidiarieseach Subsidiary may declare, but pay and make other Restricted Payments consisting of dividends, repurchases or redemptions with respect to the Company’s Equity Interests not in excess otherwise permitted under this Section 7.06; provided that (i) no Default or Event of Default shall have occurred and be continuing at the date of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidateddeclaration or payment thereof, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ixii) after giving effect to such Restricted Payment and any related Indebtedness incurred in connection therewith on a pro forma basis (consistent with Section 1.04(d), if applicable) (as if such Restricted Payment and related Indebtedness were made or incurred, as applicable, on the last day of the most recently completed four fiscal quarters of the Company), (A) the Company may make any Restricted Payment the proceeds of which shall be used Consolidated Leverage Ratio does not exceed 3.50 to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 951.00 114 158477613_2174043865_5

Restricted Payments. Not, Borrower shall not and shall not permit any Subsidiary to, (a) make any distribution or dividend (other than stock dividends), whether in cash or otherwise, to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)equityholders, (b) purchase or redeem any of its Equity Interestsequity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equityholdersequityholders or any Affiliate thereof, (d) make fund payments with respect to payment in kind interest, deferred interest or other form of capitalized interest, or prepay the principal of, premium, if any, or cause any redemption, prepaymentconversion, exchange, purchase, retirement, defeasance, repurchase sinking fund or any other payment in respect of any the Subordinated Debt more than one year prior to or any other subordinated debt of the scheduled maturity date thereof Borrower, or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”)foregoing. Notwithstanding the foregoing, (iaa) Subsidiaries of the Company Borrower may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Companydistributions to any Borrower, and (iiibb) so long as no Event of Default has occurred or Unmatured Event of Default exists or would result therefrom, non Wholly-Owned Subsidiaries of the Borrower may make dividends or such other distributions to the Borrower and is continuing any other holder of equity interests in such Subsidiary so long as such dividends or could reasonably other distributions are made to the Borrower and such other holder(s) of such equity interest pro rata based upon the Borrower's and such other holder(s) percentage ownership interest in such Subsidiary, provided, however, that if for any consecutive twelve (12) month period such dividends or other distributions received by Borrower exceed $400,000 in the aggregate, then any such dividend income in excess of $400,000 shall be expected paid to occur the Bank and applied to the Loans pursuant to Sections 2.1(c) and 2.2(d), (cc) Borrower may make regularly scheduled payments of principal and cash interest in respect of the Subordinated Debt to the extent permitted by the terms of the Intercreditor Agreement, (dd) Borrower may fund the payment of payment in kind interest, deferred interest or other form of capitalized interest owing under the terms of the Subordinated Debt Documents as in effect as of the Restatement Date, provided that (x) any such payments shall be limited to not more than the interest accrued and owing for the immediately preceding four (4) fiscal quarters of Borrower and (y) no Event of Default or Unmatured Event of Default shall then exist or otherwise be caused as a result thereof, after a Qualified IPO, the Company may make of any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000such payment, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (vee) so long as no Event of Default has occurred or Unmatured Event of Default exists or would result therefrom, Integrity Media may declare and is continuing pay dividends to, or could reasonably be expected to occur as a result thereof, fund the Company may make any payment on account redemption of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests its Capital Securities in an aggregate amount not to exceed $5,000,000 3,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation aggregate during the term of a Qualified IPO)this Agreement, which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Yearsprovided that, (vii) the Company may make payments of regularly scheduled interest as and when due in respect of after giving effect to any Subordinated Debtsuch dividend or redemption, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrantsRevolving Loan Availability shall not be less than $2,000,000, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (yii) honor any conversion request by a holder $1,500,000 in the aggregate of convertible Debt such dividends and make cash payments in lieu redemptions shall not be declared or paid on or before January 8, 2006, and (ff) so long as no Event of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return Default or Unmatured Event of Default shall then exist or otherwise be caused as a member of a consolidatedresult therefrom, combinedon or after July 8, unitary or aggregate group with a Parent Entity2008, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and Integrity Media may repurchase its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or Capital Securities from any of its Parent Entities’officers and directors, or their assigns, estates or heirs upon the death, disability, retirement or termination of employment of such Persons, provided that (i) corporate or other legal existence. 95the aggregate amount of consideration paid in cash for such repurchases shall not exceed $1,000,000, (ii) after giving effect to any such repurchase, Revolving Loan Availability shall not be less than $2,000,000, (iii) any non-cash consideration paid with respect to such repurchases shall be subordinated to the Obligations in both form and substance satisfactory to the Bank, and (iv) the repurchase price per share for any such repurchases shall not exceed the per share redemption price set forth in the Integrity Stockholder Agreement (as in effect on the Restatement Date).

Restricted Payments. Not, and not permit any Subsidiary other Loan Party to, (a) make any dividend or other distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)equity holders, (b) purchase or redeem any of its Equity Interestsequity interests or any warrants, options or other rights in respect thereof, (c) except for payments to Manager and [ ], pay any management fees or similar fees to any of its equityholdersequity holders or any Affiliate thereof, (d) make any redemption, prepaymentprepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Subordinated Non-Senior Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”)foregoing. Notwithstanding the foregoing, (i) the Company any Subsidiary may pay dividends or make other distributions to Borrower or to a distribution to holders of its Equity Interests in the form of stock of the Company, domestic Wholly-Owned Subsidiary; (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred exists or would result therefrom, Borrower may make distributions to Holdings to permit Holdings to pay federal and is continuing state income taxes then due and owing by Holdings (or could reasonably its equity holders), so long as the amount of such distributions shall not be expected greater, nor the receipt by Borrower of tax benefits less, than they would have been had Borrower not filed consolidated income tax returns with such Person; (iii) in each case to occur as the extent due and payable on a result non-accelerated basis and permitted under any applicable subordination provisions thereof, after a Qualified IPO, the Company Borrower may make any Restricted Payments not otherwise permitted hereby regularly scheduled payments of interest in an aggregate amount not to exceed $5,000,000, respect of Non-Senior Debt; (iv) the Company any Loan Party may make other Restricted Payments repurchases of capital stock deemed to repurchase Equity Interests of the Company occur upon the exercise of stock options if such Equity Interests represent or warrants (i.e., a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, cashless exercise); and (v) so long as no Event of Default has occurred any Loan Party may repurchase or redeem capital stock from any former officers, directors and is continuing employees (or could reasonably be expected to occur as a result thereoftheir estates, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation spouses or termination former spouses) of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including Loan Party in connection with the exercise termination of warrantssuch Person’s employment (or such directors’ directorship) with the Loan Party; provided that, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with such transactions, the total cash payments under this Section shall not exceed [$ ] in the aggregate during any such conversion and may make payments on convertible Debt Fiscal Year; provided, further, that all Term B Loans shall be paid in accordance with its terms, (viii) the Company may make terms of this Agreement and any Restricted Payment restriction imposed on Non-Senior Debt by this Section 7.4 shall not apply to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Term B Loans.

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary of ------------------- its Consolidated Subsidiaries to, (a) directly or indirectly, declare, order, make or set apart any distribution to sum for or pay any holders of its Equity Interests (Restricted Payment, except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the CompanyStock Repurchase, (ii) Restricted Payments to the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend Borrower or exercise of warrants, options or other securities exchangeable into Equity Interests of the Companyany Domestic Consolidated Subsidiary, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not by a Foreign Subsidiary to exceed $5,000,000, a Foreign Consolidated Subsidiary and (iv) the Company may make other Restricted Payments, provided -------- that (A) the aggregate amount of all Restricted Payments made pursuant to repurchase Equity Interests this clause (iv), together with the aggregate amount of all Investments made pursuant to Section 8.4(ii) on or after the Company upon Closing Date, shall not exceed an amount equal to the exercise sum of stock options if such Equity Interests represent a portion $35,000,000, plus 50% of aggregate Consolidated Restricted ---- Net Income for the exercise price of such optionsperiod from February 1, so long as substantially concurrently with such Restricted Payment, 1996 through the Company applies most recent Calculation Date preceding the proceeds date of such Restricted Payment with respect to repurchase which the Agent shall have received the Required Financial Information, minus ----- 100% of Consolidated Restricted Net Income for any full fiscal year period for which Consolidated Restricted Net Income is a negative amount and occurring during the period from February 1, 1996 through the most recent fiscal year end preceding the date of such Restricted Payment with respect to which the Agent shall have received the Required Financial Information, plus the aggregate Net ---- Proceeds received by the Borrower and/or any of the Consolidated Subsidiaries from all Equity InterestsTransactions consummated during the period from the Closing Date through the most recent Calculation Date preceding the date of such Restricted Payment with respect to which the Agent shall have received the Required Financial Information, plus (without duplication) the sum of all proceeds and ---- other distributions received by the Borrower and/or any of the Consolidated Subsidiaries from the operations or sales of Unconsolidated Subsidiaries and any other asset or Investment of the Borrower or any Consolidated Subsidiary which is not, in accordance with GAAP, shown as an asset or Investment, as applicable, on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, for the period from the Closing Date through the most recent Calculation Date preceding the date of such Restricted Payment with respect to which the Agent shall have received the Required Financial Information, (vB) so long as if such Restricted Payment pursuant to this clause (iv) is not a Restricted Payment in cash and not a Restricted Payment consisting of a dividend or other distribution payable solely in the same class of capital stock of the payee and such Restricted Payment involves a dividend or other distribution of Property having an aggregate Book Value in excess of $10,000,000, the Borrower shall have first delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Restricted Payment on a Pro Forma Basis, no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur would exist as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, violation of Section 7.10(a) or Section 7.10(c) and (viC) the Company may make payments aggregate cumulative amount of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make cash Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company Borrower on or its Subsidiaries after the Closing Date shall not exceed an amount equal to a taxing authority the sum of $5,000,000, plus, after such time as ---- Consolidated Restricted Net Income for the period from and after February 1, 1996 exceeds $10,000,000 (as evidenced by financial statements delivered pursuant to satisfy Section 7.1), 50% of aggregate Consolidated Restricted Net Income for the period from February 1, 1996 through the most recent Calculation Date preceding the date of such tax liability) and (ix) the Company may make any Restricted Payment with respect to which the proceeds Agent shall have received the Required Financial Information, minus 100% of ----- Consolidated Restricted Net Income for any full fiscal year period for which Consolidated Restricted Net Income is a negative amount and occurring during the period from February 1, 1996 through the most recent fiscal year end preceding the date of such Restricted Payment with respect to which the Agent shall be used to pay (or to make Restricted Payments to allow any Parent Entity of have received the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Required Financial Information.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary its Subsidiaries to, (a) declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution on any class of its Capital Stock, or make any distribution payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrower or any holders of its Equity Interests Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) dividends payable by the Company may make a distribution to holders Borrower solely in shares of any class of its Equity Interests in the form of stock of the Companycommon stock, (ii) Restricted Payments made by any Subsidiary to the Company may pay cash dividends in lieu of fractional shares in association Borrower or to another Subsidiary, on at least a pro rata basis with a stock dividend or exercise of warrants, options or any other securities exchangeable into Equity Interests of shareholders if such Subsidiary is not wholly owned by the CompanyBorrower and other wholly owned Subsidiaries, (iii) so long as cash dividends and distributions paid on, or purchases of, the common stock of the Borrower; provided, that for the purpose of this clause (iii), (x) no Default or Event of Default has occurred and is continuing at the time such dividend or could reasonably be expected to occur as a result thereof, after a Qualified IPO, distribution is paid or purchase is made and (y) the Company may make any aggregate amount of all such Restricted Payments made by the Borrower under this clause (iii) in any Fiscal Year does not otherwise exceed the amount of equity granted in conjunction with the Borrower’s annual equity compensation awards for such Fiscal Year; provided that the aggregate amount of all such Restricted Payments made by the Borrower pursuant to this clause (y) in any Fiscal Year shall not exceed $45,000,000 and (iv) in addition to the Restricted Payments permitted hereby pursuant to the preceding clause (iii), purchases of common stock of the Borrower made during the 2012 Fiscal Year in an aggregate amount not to exceed $5,000,00025,000,000; provided, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as that no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, at the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire time any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company purchase is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95made.”

Restricted Payments. Not, and not permit any Subsidiary of the Loan Parties and their Subsidiaries to, (a) make any dividend or distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), Interests; (b) purchase or redeem any of its Equity Interests, ; (c) pay any management fees fees, transaction-based fees, or similar fees to any of its equityholders, equity holders or any Affiliate thereof; (d) make any redemption, prepayment, defeasance, repurchase payment on account of Debt that has been contractually subordinated in right of payment to the Obligations if that payment is not permitted at that time under the applicable subordination terms and conditions; (e) make any prepayment of any unsecured Debt or any other payment in respect of any Subordinated Debt more than one year prior secured by a Lien that is junior to the scheduled maturity date thereof or Liens securing the Obligations; (ef) set aside funds for any of the foregoing foregoing; or (items g) make any payment in respect of consulting service fees and expenses pursuant to the Services Agreement or any other consulting or advisory arrangements, except that (aA) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoingany Subsidiary may pay dividends or make other distributions to a Loan Party and any Loan Party may pay dividends or make other distributions to Borrower or any Subsidiary of Borrower, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iiiB) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPOcontinuing, the Company Borrower may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred pay consulting service fees and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares expenses incurred in connection with any Restricted Payment consultants contracting arrangements with non-Affiliates, including developers and other professionals who perform work and functions consistent with the current strategy of the Company, including accounting, reporting and audit services in the usual course of business, (including C) the Borrower may pay advisory fees and expenses in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment Company’s equity financing endeavors to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity such advisory fees and expenses do not exceed 6.00% of the Company to pay) any tax liability in respect of income attributable to the Company gross equity proceeds raised (plus reasonable and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liabilitydocumented related out-of-pocket expenses) and (ixD) the Company Borrower may make any Restricted Payment pay other consulting service fees and expenses with the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity prior written consent of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Administrative Agent.

Restricted Payments. Not(i) In the case of the Borrower, and not permit declare or pay any Subsidiary todividend (other than dividends payable solely in common stock or Non-Cash Pay Preferred Stock of the Person making such dividend or in respect of Cash Pay Preferred Stock to the extent issued in compliance with Section 5.02(a)) on, (a) 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 Capital Stock of the Borrower, whether now or hereafter outstanding, or make any other distribution to in respect thereof, either directly or indirectly, or make any holders payment on account of its Equity Interests (except for dividends any advance or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to loan owing by the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees Borrower to any of its equityholdersAffiliates (other than any Subsidiary of the Borrower), (d) make any redemption, prepayment, defeasance, repurchase whether in cash or property or in obligations of the Borrower or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) aboveSubsidiary, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) except that so long as no Event of Default has shall have occurred and is be continuing or could reasonably be expected to occur as a would result thereoftherefrom 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, after a Qualified IPOdisability or termination of employment of such officer or employee, provided, that the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount of payments under this Section 5.02(e)(i) 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 common stock options so purchased) shall not to exceed $5,000,000, ; and (ivii) in the Company may make other Restricted Payments to repurchase Equity Interests case of the Company upon Borrower's Subsidiaries, declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the exercise purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of stock options if such Equity Interests represent a portion any Subsidiary of the exercise price of such optionsBorrower, so long as substantially concurrently with such Restricted Paymentwhether now or hereafter outstanding, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result make any other distribution in respect thereof, the Company may either directly or indirectly, or make any payment on account of any advance or loan owing by such Subsidiary to the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company Borrower or any optionof its Subsidiaries or Affiliates, warrant whether in cash or other right to acquire property or in obligations of the Borrower or any such Equity Interests in an aggregate amount not to exceed $5,000,000 in Subsidiary (collectively, the "RESTRICTED PAYMENTS") except that any Fiscal Year (which shall increase to $10,000,000 subsequent to Subsidiary of the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Borrower may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Borrower or any of its Parent Entities’) corporate or other legal existenceSubsidiaries. 95TWT Bridge Credit Agreement

Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Equity Interests (except for dividends Declare or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, dividend (d) make any redemption, prepayment, defeasance, repurchase or any other payment than dividends payable solely in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of common stock of the CompanyPerson making such dividend) on, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirementdefeasance, acquisitionretirement or other acquisition of, cancellation or termination any Capital Stock of any Equity Interests Restricted Group Member, whether now or hereafter outstanding, or make any other distribution in the Company respect thereof, either directly or indirectly, whether in cash or property or in obligations of any optionRestricted Group Member (collectively, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO"Restricted Payments"), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, except that (via) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Restricted Group Member may make Restricted Payments to allow any Parent Entity toother Restricted Group Member and (b) the Borrower shall be permitted make Restricted Payments of up to $5,000,000 in the aggregate since the Closing Date, whether in a single transaction or a series of related transactions, to purchase or acquire common stock of the Borrower not held by Oak Hill so long as (i) the ratio of (x) pay cash in lieu the sum of the issuance outstanding amount of fractional shares the Loans and the aggregate outstanding amount of the First Lien Debt and all available commitments in connection with respect thereof on the date of any such Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and to (y) honor any conversion request by a holder Consolidated EBITDA for the period of convertible Debt and make cash payments in lieu four consecutive fiscal quarters most recently ended as of fractional shares in connection with any such conversion and may make payments on convertible Debt date for which financial statements have been delivered in accordance with its termsSection 5.1(a) or (b) shall not be greater than 4.20:1.00, (viiiii) no Default or Event of Default shall have occurred and be continuing and (iii) after the consummation of such single transaction, the Borrower will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934 (or such obligations shall be suspended) or, in any case where such purchases or acquisitions are being effected pursuant to a series of related transactions, it is reasonable to conclude that, after completion of all transactions in such series, (and the termination of any applicable suspension period) the Company may make any Restricted Payment Borrower will no longer be subject to such reporting requirements and, after completion of the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entityfinal transaction in such series, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensesBorrower is, in each casefact, required no longer subject to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95such reporting requirement.

Restricted Payments. NotThe Parent, OP LLC and the Borrower will not, and will not permit any Subsidiary of their respective Subsidiaries to, (a) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital or make any distribution of its Property to any holders its Equity Interest holders, except (i) the Parent and OP LLC may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiaryother than Disqualified Capital Stock), (bii) purchase or redeem any Subsidiaries of its the Parent may declare and pay dividends ratably with respect to their Equity Interests, (ciii) pay any the Parent and OP LLC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management fees or similar fees to any employees of the Borrower and its equityholdersSubsidiaries, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (iiv) the Company Parent, OP LLC and the Borrower may make a distribution payments to holders former employees in connection with the termination of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby such former employee’s employment in an aggregate amount not to exceed $5,000,000, (iv) 250,000 in any calendar year for the Company may make other Restricted Payments to repurchase purpose of repurchasing Equity Interests in any member of the Company upon Parent, OP LLC or the exercise of Borrower, as applicable, issued to such former employee pursuant to stock options if such Equity Interests represent a portion option plans or other benefit plans for management or employees of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity InterestsBorrower and its Subsidiaries, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company Parent may make pay the purchase price for any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPOPermitted Bond Hedge Transaction(s), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company Parent may make payments of regularly scheduled interest as and when due in respect pay cash and/or deliver common stock upon the settlement, termination or redemption of any Subordinated DebtPermitted Warrant Transaction(s), and (vii) the Company Parent may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash and/or deliver common stock in lieu satisfaction of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability Parent’s obligations in respect of income attributable to the Company and its SubsidiariesConvertible Notes whether upon conversion of such securities, but not in excess of upon the tax liability that the Company would incur if it filed tax returns as the parent occurrence of a consolidatedchange of control (or similar event, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made however so defined by the Company terms of such securities) or its Subsidiaries other customary mandatory prepayment or redemption event permitted by Section 9.02(j)(vii), upon repurchase of such securities pursuant to a taxing authority to satisfy Redemption thereof otherwise permitted by this Agreement or at maturity of such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95securities.

Restricted Payments. Not, and not permit any Subsidiary toAnd shall ensure that the Subsidiaries do not, (a) declare or pay any dividend, return any capital to its shareholders, make any distribution of assets, share capital, obligations or securities (or, to the extent they represent a distribution in lieu of a dividend, warrants, rights or options) to any holders of its Equity Interests shareholders in their capacity as such, purchase, redeem, retire, defease, exchange or otherwise acquire for value all or any part of its issued share capital or any warrants, rights or options to acquire any of its issued share capital (except whether or not on issue at the date of this Agreement), or (b) (i) make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or (ii) pay, or offer or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for dividends consideration, or distributions from set apart any sum for the aforesaid purposes, any Financial Indebtedness that is subordinated in right of payment to the Loans (each of the foregoing, a Subsidiary "Restricted Payment"), unless (A) no Event of Default or Default has occurred which is continuing immediately prior to the Restricted Payment and the Restricted Payment will not result in the occurrence of an Event of Default or Default, (B) there is no breach of Section 6.09 and (C) either (1) the Restricted Payment is made to Parent or a Wholly-Owned Subsidiary or to (or, in the Company and dividends or distributions from case of a Restricted Payment by a Subsidiary ratably to any non-that is not a Wholly-Owned Subsidiary, to all its owners pro rata in accordance with their respective ownership interests), (b2) purchase or redeem any in the case of its Equity Interestsan Excluded Subsidiary, to the extent that it is Liquidated in accordance with Section 5.05, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i3) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and Restricted Payment is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby made by Parent on Converting Preference Shares in an aggregate amount not to exceed $5,000,000, A$19,000,000 in any Financial Year or (iv4) the Company may make other Restricted Payment is made in an amount not to exceed US$25,000,000 (or its equivalent) in the aggregate over the life of the Facility; provided, however, that, from and after September 30, 2003, Restricted Payments shall be permitted, without regard to repurchase Equity Interests clause (C)(4) but subject to clauses (A) and (B) above and to the first further proviso below, up to an aggregate amount in each Financial Year equal to (x) 25% of Free Cash Flow from the Company upon immediately preceding Financial Year, if the exercise Senior Leverage Ratio on the immediately preceding Calculation Date was less than or equal to 2.75 to 1.00 but greater than 2.50 to 1.00, or (y) 50% of stock options Free Cash Flow from the immediately preceding Financial Year, if the Senior Leverage Ratio on the immediately preceding Calculation Date was less than or equal to 2.50 to 1.00 (it being understood that the amount in clause (C)(4) shall not be deemed to include any Restricted Payments made pursuant to this proviso) (the "Free Cash Flow Restricted Payments"); provided further that notwithstanding the foregoing, Parent shall not, and shall ensure that the Subsidiaries do not, make Restricted Payments if such Equity Interests represent payments would cause the sum of (x) the Free Cash Flow Restricted Payments and (y) the Restricted Payments made with all or a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, amount in clause (vC)(4) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 A$60,000,000 in any Fiscal Year Financial Year; provided further that notwithstanding the foregoing, Parent or a Subsidiary may (which shall increase I) repay any Financial Indebtedness of an entity acquired pursuant to $10,000,000 subsequent to Section 5.09 within 60 days of the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal YearsPermitted Acquisition, (viII) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated DebtFinancial Indebtedness that is subordinated in right of payment to the Loans solely with Equity Interests or in kind, (viiIII) refinance Financial Indebtedness pursuant to Section 6.01(a)(xv) and (IV) repay NZ Holdings Capital Notes Bridge Loans in whole or in part with the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with proceeds from the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95August 2003 Options.

Restricted Payments. NotThe Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, (a) declare or pay any dividend on, or make any other distribution on account of, the Company's capital stock; (b) purchase, redeem or otherwise acquire or retire for value any capital stock (including any option, warrant or right to purchase capital stock) of the Company owned beneficially by a Person other than a wholly owned Subsidiary of the Company; (c) purchase, redeem or otherwise acquire or retire for value the principal of any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or Subordinated Indebtedness prior to the scheduled maturity thereof other than pursuant to mandatory scheduled redemptions or repayments; or (d) make any Investment other than Permitted Investments (all such dividends, distributions, purchases, redemptions, or Investments being collectively referred to as "Restricted Payments"). Notwithstanding anything in the foregoing to the contrary, the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiarymay take the actions described in Clause (a), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemptionabove if, prepayment, defeasance, repurchase at the time of such action or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, after giving effect thereto: (i) the Company may make a distribution to holders no Event of its Equity Interests in the form of stock of the Company, Default shall have occurred and is continuing; (ii) the Company may pay cash dividends in lieu could incur at least $1.00 of fractional shares in association with a stock dividend or exercise Indebtedness (other than Permitted Indebtedness) under Section 3.1; and (iii) the cumulative amount of warrants, options or other securities exchangeable into Equity Interests Restricted Payments made subsequent to the Effective Date shall not be greater than the sum of: (A) 50% of the Company's cumulative consolidated net income (or a negative amount equal to 100% of the Company's cumulative consolidated net loss, if applicable) from the Effective Date through the end of the Company's fiscal quarter immediately preceding the taking of such action; and (iiiB) so long as no Event 100% of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the aggregate net cash proceeds received by the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) from the Company may make other Restricted Payments to repurchase Equity Interests issue or sale of capital stock of the Company (other than redeemable capital stock), including capital stock issued upon the conversion of convertible Indebtedness issued on or after the Effective Date, in exchange for outstanding Indebtedness, or from the exercise of options, warrants, or rights to purchase capital stock options of the Company to any Person other than to a Subsidiary of the Company subsequent to the Effective Date (with the Company being deemed, in the case of capital stock issued upon conversion or in exchange for Indebtedness, to have received net cash proceeds equal to the principal amount of the Indebtedness so converted or exchanged); provided, however, that (1) the payment of any dividend within 60 calendar days after the date of declaration thereof, if such Equity Interests represent a portion of declaration complied with the exercise price foregoing redemption or other acquisition provisions on the date of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interestsdeclaration, (v2) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination other acquisition or retirement for value of any Equity Interests in shares of capital stock of the Company in exchange for, or out of the proceeds of, a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of other shares of capital stock (other than redeemable capital stock) of the Company, and (3) any purchase, redemption or other acquisition or retirement for value of any capital stock (including any option, warrant warrant, or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vipurchase capital stock) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company issued to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary employee or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity director of the Company pursuant to pay) franchise, excise any employee benefit or similar plan shall not be deemed to constitute "Restricted Payments" and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95shall not be prohibited under this Section.

Restricted Payments. NotThe Company will not, and will not permit any Restricted Subsidiary to, pay or declare any dividend (exclusive of stock dividends and cash dividends paid by the Subsidiaries to the Company or to Restricted Subsidiaries) or redeem or acquire, directly or indirectly, any of the stock of the Company or such Subsidiary (other than, in the case of a Subsidiary, stock held directly or indirectly by the Company) or any warrant or option to purchase any of such stock (any of the foregoing, a “Restricted Payment”) in excess of $250,000,000 in aggregate Restricted Payments in any calendar year, if (a) make any distribution the Leverage Ratio would have exceeded 5.0 to any holders 1.0 as of its Equity Interests (except for dividends the end of the four fiscal quarter period most recently ended on a pro forma basis as if such Restricted Payment had occurred and all Consolidated Debt incurred in connection therewith had been incurred on the last day of such four fiscal quarter period, or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of the Company is not in compliance with its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items obligations under clauses (a) through and (eb) above, collectively, “Restricted Payments”)(and the related provisions of the second to last paragraph) of Section 8.02. Notwithstanding the foregoing, there shall not be included in the foregoing limitations or computations (iA) exchanges of stock for other stock, (B) retirements of stock out of the proceeds of the sale of other stock after the date hereof, (C) net acquisitions after giving effect to stock issuances to employees by the Company may make a distribution to holders of its Equity Interests in the form of stock from certain employees of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of pursuant to the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby ’s stock repurchase agreements in an aggregate amount not to exceed $5,000,00010,000,000 in any one calendar year, or (ivD) the Company may make purchases or other Restricted Payments to repurchase Equity Interests acquisitions in arm’s-length transactions of the Company upon the exercise of capital stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount Subsidiary not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made Wholly Owned by the Company or its Subsidiaries to a taxing authority to satisfy from stockholders of such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity Subsidiary that are not members of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Xxx Family.

Restricted Payments. NotThe Company will not, and will not permit any Subsidiary of its Subsidiaries to, make, directly or indirectly, any Restricted Payment, except (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association or make other Restricted Payments with a stock dividend or exercise of warrants, options or other securities exchangeable into respect to its Equity Interests of the Companypayable solely in additional Equity Interests, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (ivb) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently options or warrants or with such Restricted Payment, the Company applies the proceeds received from the substantially concurrent issue of such Restricted Payment to repurchase such new Equity Interests, (vc) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment cash payments (i) on account of the purchase, redemption, retirement, acquisition, cancellation securities convertible into or termination of any exchangeable for Equity Interests in the Company in accordance with their terms or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (viii) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares Equity Interests in connection with any Restricted Payment (including in connection with dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests)Interests in the Company, share split, reverse share split or combination thereof or any Acquisition (d) Subsidiaries may (i) make dividends or other Investment distributions to their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Loan Parties and (y) honor any conversion request by in the case of a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with Subsidiary that is not a wholly-owned Subsidiary, made on at least a ratable basis to any such conversion and may make payments on convertible Debt in accordance with its termsequityholders that are the Company or a Subsidiary), (viiiii) make other Restricted Payments to any Loan Party (either directly or indirectly through one or more Subsidiaries that are not Loan Parties) and (iii) make any Restricted Payments that the Company would have otherwise been permitted to make pursuant to this Section 6.06, (e) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company from any future, present or former employee, officer, director or manager or consultant of the Company or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to pay) and in accordance with any tax liability agreement (including any employment agreement), stock option or stock ownership plans, incentive plans or other benefit plans, in respect each case for future, present or former directors, officers, managers or employees of income attributable to the Company and its SubsidiariesSubsidiaries (including, but not without limitation, in excess respect of tax withholding or other similar tax obligation related to the tax liability that foregoing) and (f) the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any other Restricted Payment so long as no Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise immediately after giving effect (including giving effect on a pro forma basis) thereto and the proceeds aggregate amount of which shall be used to pay (or to make all such Restricted Payments pursuant to allow this clause (f) during any Parent Entity fiscal year of the Company does not exceed $75,000,000; provided that such Dollar limitation shall not be applicable, and such Restricted Payment shall not count against such Dollar limitation, if at the time of the making of such Restricted Payment and immediately after giving effect (on a pro forma basis) thereto, the Total Leverage Ratio is equal to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required or less than 2.75 to maintain its (or any of its Parent Entities’) corporate or other legal existence. 951.00.

Restricted Payments. NotDeclare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests except that, so long as (i) no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, and not permit (ii) immediately after giving effect to any Subsidiary tosuch action, the Borrower is Solvent: (a) each Subsidiary may make any distribution Restricted Payments to any holders of its Person that owns, directly or indirectly, Equity Interests (except for dividends or distributions from a Subsidiary in such Subsidiary, ratably according to a Wholly-Owned Subsidiary or to their respective holdings of the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), type of Equity Interest in respect of which such Restricted Payment is being made; (b) purchase or redeem any of its Equity Interests, [reserved]; (c) pay any management fees the Borrower and each Subsidiary may declare and make dividend payments or similar fees to any other distributions payable solely in common Equity Interests of its equityholders, such Person; (d) make any redemptionthe Borrower and its Subsidiaries may repurchase, prepayment, defeasance, repurchase redemption or any other payment in respect acquisition or retirement for value of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the CompanyBorrower or any Subsidiary held by any current or former officer, (iii) so long as no Event of Default has occurred and is continuing director or could reasonably be expected employee pursuant to occur as a result thereofany equity-based compensation plan, after a Qualified IPOequity subscription agreement, the Company may make any Restricted Payments not otherwise permitted hereby stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $5,000,0004,250,000 in any fiscal year, but only if and to the extent that no Loan may be requested (ivnor may any proceeds of any Loan made on or about the day of any such transaction be used) to fund any portion of any such Restricted Payment under this clause (d); (e) the Company Borrower may pay regularly scheduled cash dividends and distributions with respect to any preferred Equity Interests of Parent that do not constitute Disqualified Equity Interests at a rate not to exceed 7.75% per annum of the liquidation preference of such preferred Equity Interests so long as, after giving pro forma effect to any such payments (and to any Indebtedness being incurred and/or any other transaction being closed and consummated by the Borrower or any Subsidiary concurrently or substantially contemporaneously with such payments), the Payment Conditions with respect thereto shall have been satisfied; and (f) the Borrower may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with as, after giving effect to the making of each such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Conditions have been satisfied.

Restricted Payments. NotNo Credit Party will, and not directly or indirectly, nor will it permit any Subsidiary its Subsidiaries to, (a) declare or pay any dividends or make any other distribution to upon any holders shares of its Equity Interests capital stock of any class (except for dividends each such dividend or distributions from distribution a Subsidiary to a Wholly-Owned Subsidiary "Dividend Restricted Payment") or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase purchase, redeem or redeem otherwise acquire or retire or make any provisions for redemption, acquisition or retirement of any shares of its Equity Interestscapital stock of any class or any warrants or options to purchase any such shares (each such repurchase, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase acquisition or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “retirement a "Stock Repurchase Restricted Payments”Payment"). Notwithstanding the foregoing, ; provided that (i) any Subsidiary of the Company Borrower may make Dividend Restricted Payments or Stock Repurchase Restricted Payments to the Borrower or a distribution to holders of its Equity Interests Guarantor, (ii) Dividend Restricted Payments in the form of stock of may be paid pursuant to the Company, (ii) Rights Plan and the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, Benefits Plans and (iii) so as long as no Default or Event of Default has occurred exists and is continuing or could reasonably be expected to occur as a result thereofcontinuing, after a Qualified IPO, the Company may make any Dividend Restricted Payments not otherwise permitted hereby may be made with respect to (A) the Benefits Plans of the type referred to in subsection (a) and (b) of the definition of "Benefits Plans", (B) the Benefits Plans of the type referred to in subsection (c), (d), (e) and (f) of the definition of "Benefits Plans" in an aggregate amount not to exceed $5,000,000, 50,000,000 during the term of this Credit Agreement and (ivC) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests Rights Plans in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to 2,000,000 during the consummation term of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95this Credit Agreement.

Restricted Payments. NotThe Company will not, and not nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make any Restricted Payment at any time; other than: (a) make Restricted Payments may be made to Holdings in order to allow Holdings to pay dividends on its Series AA Preferred Stock in any distribution single fiscal year in an aggregate amount up to any holders of its Equity Interests $500,000 (except for dividends or distributions from a Subsidiary and such dividend payments may be prefunded in an aggregate amount up to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary$2,000,000), so long as no Default (other than a Default under clause (c) or (d) of Article VIII) shall have occurred and be continuing; (b) purchase Restricted Payments consisting of the retirement of employee stock options and other Equity Rights upon the death, retirement or redeem termination of employment of officers and employees in an aggregate amount in any of its Equity Interestsfiscal year not exceeding $3,000,000, so long as at the time thereof and after giving effect thereto, no Default shall have occurred and be continuing; (c) pay the entering into by the Company of Equity Hedging Arrangements, so long as the aggregate maximum contingent or potential liability thereunder shall not on any management fees or similar fees to any of its equityholders, date exceed $12,000,000 minus the aggregate amount in fact paid by the Company under all Equity Hedging Arrangements during the period commencing on the Third Restatement Effective Date and ending on such date; (d) Restricted Payments by the Company to enable Holdings to make any redemption, prepayment, defeasance, repurchase or any other payment payments in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or Qualified Holdings Obligations; (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and or is continuing and if after giving effect thereto the Company would be in compliance with Section 7.09 and the Total Debt Ratio would be less than 6.50 to 1.0, Restricted Payments by the Company from the Cumulative Credit, (f) with respect to any taxable year for which Holdings (or could reasonably its successor) is not intended to be expected to occur treated as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, REIT and so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may Holdings (or may make Restricted Payments to allow any Parent Entity toits direct or indirect parent) (x) pay cash in lieu of is the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the common parent of a consolidated, combined, unitary unitary, affiliated or aggregate similar group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability“Tax Group”) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Borrower or any of its Parent Entities’Subsidiaries is a member, Restricted Payments may be made to Holdings to pay the portion of the tax liability of such Tax Group that is attributable to the Borrower and/or its Subsidiaries (as applicable), to the extent the tax liability does not exceed the amount of such taxes that would have been payable by the Borrower and/or its applicable Subsidiaries on a stand-alone basis, reduced by any such payments paid or to be paid directly by the Borrower or its Subsidiaries, provided that to the extent any such Restricted Payment is attributable to a Unrestricted Subsidiary, the payment shall be limited to the actual tax payment made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries; and (g) corporate with respect to any taxable year for which Holdings (or its successor) is intended to be treated as a REIT, notwithstanding any other limitation hereunder (except as set forth in the following sentence), Restricted Payments in an aggregate amount equal to (i) the taxable income of Holdings as determined for purposes of Section 857 of the Code (but without regard for any deduction for dividends paid) and (ii) any additional amounts as may be necessary for Holdings to (A) qualify and remain qualified for taxation as a REIT, such as the minimum amount required to be distributed by Holdings to its shareholders to satisfy the requirement in Section 857(a)(2)(B) of the Code that Holdings distribute all of its accumulated earnings and profits accumulated in any non-REIT taxable years and (B) avoid entity level income Tax under Section 857 of the Code or excise Tax under Section 4981 of the Code. Notwithstanding the foregoing, no Restricted Payment shall be permitted under the foregoing clause (g) if (x) any Event of Default under clause (a) of Article VIII shall have occurred and be continuing based on the failure of any Borrower to pay any principal of, or interest on, any Loan or any reimbursement obligation in respect of any LC Disbursement, or any fee or other legal existenceamount payable under this Agreement, when and as the same shall become due and payable and, in the case of payments of any interest, reimbursement obligations or fees, such failure continues unremedied for a period of five (5) Business Days or (y) any Event of Default under clause (g) or (h) of Article VIII shall have occurred and be continuing; and (h) any consideration, payment, dividend, distribution or other transfer in connection with a Permitted Securitization Transaction. 95Nothing herein shall be deemed to prohibit the payment of any dividend or distribution by any Subsidiary of the Company so long as such dividends or distributions are declared and paid ratably to the shareholders, partners and other equity holders of such Subsidiary.

Restricted Payments. NotThe Credit Parties will not, and not nor will they permit any Subsidiary to, (a) directly or indirectly, declare, order, make or set apart any distribution sum for or pay any Restricted Payment, except: to make dividends payable solely in the same class of Equity Interest of such Person; to make Restricted Payments to any holders Credit Party; to purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (except for dividends common stock or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its other common Equity Interests, (c) pay any management fees or similar fees ; so long as after giving effect to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment such payments the Credit Parties shall be in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any compliance with each of the foregoing (items (a) through (e) abovefinancial covenants set forth in Section 5.9 hereof, collectively, “Restricted Payments”). Notwithstanding the foregoing, to make regularly scheduled payments of (i) interest to the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, Subordinated Debt and (ii) principal to the Company may pay cash dividends holders of Subordinated Debt incurred in lieu connection with any Permitted Acquisition, in each case in accordance with the terms thereof; any payment with respect to any earnout obligation incurred as the deferred purchase price of fractional shares in association with a stock dividend property or exercise of warrants, options or services purchased by such Person; to make other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed the greater of (x) $5,000,000, 100,000,000 in any fiscal year and (ivy) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, an unlimited amount so long as substantially concurrently as, with such Restricted Payment, the Company applies the proceeds of respect to clause (y) after giving effect to each such Restricted Payment to repurchase such Equity Interests, on a Pro Forma Basis (vi) so long as no Default or Event of Default has occurred shall then exist or would result therefrom and is continuing or could reasonably be expected to occur as a result thereof, (ii) the Company may make any payment on account Consolidated Net Leverage Ratio of the purchase, Credit Parties would be in compliance with Section 5.9(a); any redemption, retirement, acquisitionsinking fund or similar payment, cancellation purchase or termination other acquisition for value, direct or indirect, of any Equity Interests in the Company shares (or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (viequivalent) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debtclass of Equity Interest of any Permitted JV, (vii) now or hereafter outstanding; and any payment made to retire, or to obtain the Company may (or may make Restricted Payments to allow surrender of, any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of outstanding warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional rights to acquire shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company class of Equity Interest of any Permitted JV, now or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95hereafter outstanding.

Restricted Payments. NotThe Borrower will not, and will not permit any Subsidiary its Subsidiaries (other than Monetization Subsidiaries) to, (a) make declare or make, or agree to pay or make, directly or indirectly, any distribution to dividend on any holders class of its Equity Interests (except for dividends Capital Stock, or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, acquisitiondefeasance or other acquisition of, cancellation any shares of its Capital Stock or termination Indebtedness subordinated to the Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a "Restricted Payment"), except for (a) dividends payable by the Borrower solely in shares of any Equity Interests class of its common stock, (b) Restricted Payments made by any Subsidiary Loan Party to the Borrower or to another Subsidiary Loan Party, (c) in the Company absence of a Default or any optionan Event of Default, warrant the payment of regular cash dividends in accordance with reasonable business practice in the good faith judgment of the board of directors of the Borrower, (d) distributions of Capital Stock (subject to compliance with the last paragraph of Section 7.1) upon the exercise of the "Rights" as defined in the Rights Agreement, dated as of May 24, 2000, between the Borrower and American Stock Transfer and Trust Company, as it may be amended, supplemented or other right otherwise modified from time to acquire time and (e) the repurchase of up to $35,000,000 of the Senior Subordinated Notes; provided that (i) immediately after giving pro forma effect to any such Equity Interests in an aggregate amount not repurchase as though the repurchase had closed on the last Business Day of the Fiscal Month immediately preceding delivery of the most recently delivered Borrowing Base Certificate pursuant to exceed Section 5.1(f), the Borrowing Availability would be at least $5,000,000 in any Fiscal Year 10,000,000, (which shall increase to $10,000,000 subsequent ii) immediately after giving effect to the consummation repurchase, no Default or Event of a Qualified IPODefault shall otherwise have occurred and be continuing and (iii) immediately after giving pro forma effect to any such repurchase as though the repurchase had closed on the first day of the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 5.1(a) or (b), which, if not used the Borrower would be in such compliance with the financial covenants provided for in Article VI as of the most recent Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due Quarter in respect of any Subordinated Debt, (vii) which the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company Borrower is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95have delivered a Compliance Certificate pursuant to Section 5.1(c).

Restricted Payments. NotDeclare or pay, or permit any other Loan Party to declare or pay, directly or indirectly, any dividend, payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any share of any class of common stock of the Company or any share of any class of capital stock or other ownership interests of any of the other Loan Parties (other than (1) stock splits and dividends payable solely in nonconvertible equity securities of the Company (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) and (2) dividends and distributions made to such Borrower or a Loan Party; provided that if any assets dividended or distributed by any Loan Party constitute Collateral prior to such dividend or distribution, such assets shall remain Collateral after giving effect to such dividend or distribution and prior to such dividend or distribution such Borrower shall, and not permit any shall cause each applicable Subsidiary to, (a) make execute and deliver to the Administrative Agent all agreements, instruments and documents as may be necessary or reasonably requested by the Administrative Agent to perfect the security interest of the Collateral Agent in such Collateral), or purchase, redeem, retire, or otherwise acquire for value, or permit any of the other Loan Parties to purchase, redeem, retire, or otherwise acquire for value, any shares of any class of common stock of the Company or any share of any class of capital stock or other ownership interests of any of the other Loan Parties or any warrants, rights, or options to acquire any such shares, now or hereafter outstanding, or make, or permit any of the other Loan Parties to make, any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees assets to any of its equityholders, shareholders (d) make any redemption, prepayment, defeasance, repurchase other than distributions to such Borrower or any other payment in respect of Loan Party) (any Subordinated Debt more such dividend, payment, distribution, purchase, redemption, retirement or acquisition being hereinafter referred to as a "RESTRICTED PAYMENT") other than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) pursuant to the terms of any class of capital stock of the Company may make a distribution to holders issued and outstanding (and as in effect on) the Closing Date, any purchase or redemption of its Equity Interests capital stock of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, capital stock of the Company (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the form of Indenture on the Closing Date)); (ii) payments made by such Borrower or any other Loan Party pursuant to the Tax Sharing Agreement; and (iii) any cash dividend or cash distribution on common stock of the Company; provided, (ii) that the Company may pay amount of any cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of cash distribution made pursuant to the Company, preceding clause (iii) so long as no Event of Default has occurred shall not exceed, in the aggregate with each other such cash dividend and is continuing cash distribution made during the previous twelve-month period, (w) $150,000,000, if after giving effect to such cash dividend or could reasonably be expected to occur as a result thereof, after a Qualified IPO, cash distribution the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not shall have Liquidity equal to exceed or greater than $5,000,000300,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay $100,000,000, if after giving effect to such cash in lieu of dividend or cash distribution the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrantsCompany shall have Liquidity equal to or greater than $150,000,000 and less than $300,000,000, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make $75,000,000, if after giving effect to such cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) dividend or cash distribution the Company may make any Restricted Payment shall have Liquidity equal to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company greater than $100,000,000 and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) less than $150,000,000 and (ixz) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchiseotherwise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95zero.

Restricted Payments. NotDeclare or make, and not or permit any Subsidiary toor other Loan Party to declare or make, any Restricted Payment; provided, however, that (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has shall have occurred and is be continuing or could reasonably be expected to would occur as a result thereof, after a Qualified IPO, the Company Borrower may make distributions to its shareholders during any Restricted Payments not otherwise permitted hereby four-quarter period in an aggregate amount not to exceed $5,000,000, 95% of the Borrower's Funds From Operations for such four-quarter period determined on a consolidated basis; (ivb) the Company Subsidiaries and other Loan Parties may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, Borrower; (vc) so long as no Event of Default has shall have occurred and is be continuing or could reasonably be expected to would occur as a result thereof, the Company Subsidiaries may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation cash distributions to Persons owning equity interest in them or termination of any Equity Interests in the Company Borrower may purchase or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year equity interests from such Persons and (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vid) the Company Borrower may make payments of regularly scheduled interest as and when due in with respect of to any Subordinated Debt, (vii) Debt permitted by the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu terms of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt Section 10.2. in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, terms thereof but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensesonly, in each case, to the extent required by, and subject to the subordination provisions contained in, the agreements evidencing such Indebtedness was issued. Notwithstanding anything contained in this Section to the contrary, the Borrower may make distributions to its shareholders in the minimum amount necessary to maintain its compliance with Section 8.11. so long as (or a) no Event of Default specified in Section 11.1.(a) shall have occurred and be continuing; (b) the Borrower shall not have failed to make two consecutive scheduled payments of interest on any of its Parent Entities’the Obligations when due which failure shall remain uncured and (c) corporate or other legal existence. 95none of the Obligations have been accelerated as a result of any Event of Default.

Restricted Payments. Not(a) Alpharma will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, (a) directly or indirectly: declare or pay any dividend or make any other payment or distribution to on account of Alpharma's or any holders of its Restricted Subsidiaries' Equity Interests (except for including, without limitation, any payment in connection with any merger or consolidation involving Alpharma or any of its Restricted Subsidiaries) or to the direct or indirect holders of Alpharma's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary payable in Equity Interests (other than Disqualified Stock) of Alpharma or the Company or to Alpharma or a Restricted Subsidiary); purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Alpharma, the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (ctheir Restricted Subsidiaries) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, any direct or indirect parent of the Company or any Subsidiary of the Company (iiiother than any such Capital Stock owned by Alpharma, the Company or a Restricted Subsidiary); make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees (other than Indebtedness owed to or held by a Domestic Subsidiary of Alpharma), except a payment of interest or principal at the Stated Maturity thereof; or make any Restricted Investment (all such payments and other actions set forth in clauses (i) so long through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment; no Default or Event of Default has shall have occurred and is be continuing or could reasonably be expected to would occur as a result consequence thereof; Alpharma would, at the time of such Restricted Payment and after a Qualified IPO, giving pro forma effect thereto as if such Restricted Payment had been made at the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests beginning of the Company upon applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the exercise Notes Fixed Charge Coverage Ratio test set forth in the first paragraph of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with Section 5(i); and such Restricted Payment, together with the Company applies aggregate amount of all other Restricted Payments made by Alpharma and its Restricted Subsidiaries after the proceeds date hereof (excluding Restricted Payments permitted by Section 5(g)(b)(i), (ii) and (iii)), is less than the sum, without duplication, of: 50% of the Consolidated Net Income of Alpharma for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date hereof to the end of Alpharma's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment to repurchase (or, if such Equity InterestsConsolidated Net Income for such period is a deficit, less 100% of such deficit); plus 100% of the aggregate net cash proceeds and the Fair Market Value (vas determined in good faith by the Board of Directors of Alpharma) so long as no Event of Default has occurred and is continuing property or could reasonably be expected to occur assets received by Alpharma since the date hereof as a result thereof, contribution to its common equity capital or from the Company may make any payment on account issue or sale of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in (other than Disqualified Stock) of Alpharma or from the Company issue or any option, warrant sale of convertible or other right to acquire any exchangeable Disqualified Stock or convertible or exchangeable debt securities of Alpharma that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of Alpharma); plus an amount equal to the net reduction in Investments by Alpharma and its Restricted Subsidiaries, subsequent to the Issue Date, resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets, in each case to Alpharma or any such Restricted Subsidiary from any such Investment, or from the net cash proceeds from the sale of any such Investment, or from the redesignation of an aggregate amount Unrestricted Subsidiary to a Restricted Subsidiary, but only if and to the extent that such amounts are not included in the calculation of Consolidated Net Income and not to exceed $5,000,000 in the case of any Fiscal Year (which shall increase to $10,000,000 subsequent to Investment the consummation amount of a Qualified IPO), which, if not used the Investment previously made by Alpharma or any Restricted Subsidiary in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (Person or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Subsidiary.

Restricted Payments. NotThe Borrower will not, and not nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Borrower may declare and pay dividends and make any distribution distributions with respect to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment payable solely in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into additional Equity Interests of the CompanyBorrower, other than Disqualified Stock, (iiib) so long as no Event Default shall have occurred and be continuing or would be caused thereby, the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries; provided that any such Restricted Payments that are required to be made by the issuance of additional Equity Interests of the Borrower may be made regardless of whether a Default has shall have occurred and is continuing, (c) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (d) so long as no Default shall have occurred and be continuing or could reasonably would be expected to occur as a result thereof, after a Qualified IPOcaused thereby, the Company Borrower may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,00020,000,000, plus (ivi) 50% of cumulative Consolidated Net Income after December 31, 2001 (taken as one accounting period, but excluding any non-cash gains or losses associated with the Company may make application of FASB Statement 121 and Accounting Standards Codification Section 815-10), plus (ii) 66-2/3% of the aggregate net cash proceeds received by the Borrower from the issuance of its Equity Interests (other than Disqualified Stock) at any time after December 31, 2001, minus (iii) Restricted Payments made pursuant to repurchase Equity Interests Section 7.06(d) of the Company upon Original Credit Agreement (or pursuant to any equivalent section of any of its predecessor agreements) prior to the exercise of stock options if such Equity Interests represent a portion of the exercise price of such optionsEffective Date, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, and (ve) so long as no Event of Default has shall have occurred and is be continuing or could reasonably would be expected to occur as a result thereofcaused thereby, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or Credit Parties may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment respect to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group Senior Notes with a Parent Entity, the proceeds of which shall be used any Permitted Refinancing permitted pursuant to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 7.01(h).

Restricted Payments. NotEach Borrower will not, and will not permit GPI or any Subsidiary Designated Affiliate (other than any Foreign Subsidiary) to, (a) make any distribution to any holders of its Equity Interests (except for dividends Restricted Payment, directly or distributions from a Subsidiary to a Wholly-Owned Subsidiary indirectly, or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase payment on account of or any set apart assets for a sinking or other payment in respect analogous fund for the making of any Subordinated Debt more than one year prior to the scheduled maturity date thereof Restricted Payment, either directly or (e) set aside funds for any indirectly, whether in cash or property or in obligations of the foregoing (items (a) through (e) aboveGPI or such Affiliate or Borrower, collectivelyexcept that, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a would result thereoftherefrom, after a Qualified IPO, the Company (i) GPI or such Affiliate or Borrower may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not Payment payable solely to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests one or more of the Company upon Loan Parties to the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of extent such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment made on account of the purchase, redemption, retirement, acquisition, cancellation a Permitted Intercompany Debt; (ii) GPI or termination of any Equity Interests in the Company such Affiliate or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company Borrower may make any Restricted Payment to a Loan Party or a Subsidiary thereof (but not to any other Person) if the extent aggregate amount of all Restricted Payments expended subsequent to the Company is filing an income tax return Closing Date (the amount so expended, if other than in cash, to be valued at its fair market value as a member reasonably determined by the Board of a consolidatedDirectors of GPI or such Affiliate or Borrower) does not exceed the sum of (A) US$20,000,000, combinedplus (B) 50% of the Excess Cash Flow during the period (treated as one accounting period) subsequent to December 31, unitary or aggregate group with a Parent Entity1999, and ending on the last day of the fiscal quarter immediately preceding the date of such Restricted Payment, the proceeds amount of which shall be determined as of the date of delivery of the consolidated cash flow statement for such fiscal quarter under Section 7.1(k)(iv), plus (C) 50% of the aggregate Net Cash Proceeds (other than to the extent such proceeds have been used to pay (make Capital Expenditures or to repay Indebtedness) received by GPI subsequent to December 31, 1999, and ending on the last day of the fiscal quarter immediately preceding the date of such Restricted Payment; (iii) such Affiliate or Borrower may declare or pay dividends or otherwise effect distributions on account of its Capital Stock to GPI or any other Loan Party; (iv) GPI or such Affiliate may make offsets against and acquisitions of Capital Stock of GPI in satisfaction of indemnification and other obligations owed to GPI and its Subsidiaries under acquisition arrangements in which Capital Stock of GPI is issued as consideration for the acquisition; (v) GPI or such Affiliate or Borrower may make Restricted Payments payable solely in shares of Capital Stock of GPI or warrants, rights or options to allow acquire shares of Capital Stock of GPI including, without limitation, any Parent Entity stock split or stock dividend effected by GPI; (vi) GPI may purchase, redeem, retire or otherwise acquire any shares of the Company its Capital Stock in exchange for other shares of Qualified Stock of GPI or from Net Cash Proceeds; and (vii) GPI or such Affiliate or Borrower may purchase or otherwise acquire Capital Stock of GPI relating to pay) any Grant Prideco, Inc. Executive Deferred Compensation Plans or employee benefit plans for tax liability in respect of income attributable withholding or pursuant to the Company and its Subsidiaries, but not cashless exercise of stock options or warrants in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expensesconnection with customary employee compensation programs, in each case, required to maintain its (case so long as such purchase or any exercise has been approved by the Board of its Parent Entities’) corporate Directors of GPI or other legal existence. 95such Affiliate or Borrower.

Restricted Payments. NotMake, and acquire, declare or otherwise become obligated to make or acquire any Restricted Payment or have any Restricted Payment outstanding, except that this Section 4.15 shall not permit any Subsidiary to, apply to (a) make any distribution to any holders of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)Permitted Investment, (b) purchase any Permitted Distribution or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any other Restricted Payment, PROVIDED that, in the case of its equityholdersclause (c), (di) either (x) the amount thereof, together with the amounts of all Restricted Payments that the Borrower and the Restricted Subsidiaries have made, acquired, declared, designated or otherwise become obligated to make or acquire, or have outstanding, pursuant to this clause (c) since the Restated Agreement Date, would not exceed an amount equal to the sum of the following (without duplication): (A) $100,000,000, (B) the Net Cash Proceeds or the fair market value of other consideration, as determined by the Board of Directors of the Borrower or the applicable Restricted Subsidiary in its good faith judgment, received by the Borrower from the sale, pledge or other disposition (whether voluntary or involuntary) after the Restated Agreement Date of stock issued by or assets of any redemptionUnrestricted Subsidiary, prepayment, defeasance, repurchase (C) cash dividends or any other payment distributions in respect of Capital Securities received by the Borrower or a Restricted Subsidiary from an Unrestricted Subsidiary after the Restated Agreement Date and (D) the Net Cash Proceeds received by LIN Television or the Borrower from the issuance and sale after the Restated Agreement Date of any Subordinated Debt more than one year prior to the scheduled maturity date thereof common or preferred equity securities of such Person, or (ey) set aside funds for any both before and after giving effect thereto, the Leverage Ratio on the date of the foregoing declaration, designation or other incurrence of the obligation to make or acquire, or have outstanding, such Restricted Payment and at the time of the making or acquisition thereof, or at the time of such Restricted Payment becoming outstanding, is less than 4.50 to 1.00, and (items (aii) through (e) aboveat both the time of the declaration, collectivelydesignation or other incurrence of the obligation to make or acquire or have outstanding such Restricted Payment, “if any, and the time of the making or acquisition thereof, or the time of such Restricted Payments”)Payment becoming outstanding, and immediately after giving effect thereto, on a PRO FORMA basis, a Default would not exist. Notwithstanding the foregoing, (i) this Section 4.15 shall not prohibit the Company may make payment of a distribution to holders of its Equity Interests in the form of stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with dividend that constitutes a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options Payment if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account made within 30 days of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any declaration thereof and if this Section 4.15 did not prohibit such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with at the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any time of its Parent Entities’) corporate or other legal existence. 95declaration.

Restricted Payments. NotNone of the Consolidated Parties will, and not permit directly or indirectly, declare, order, make or set apart any Subsidiary tosum for or pay any Restricted Payment, except (a) make any distribution to any holders dividends payable solely in common stock of its Equity Interests (except for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary)such Person, (b) purchase dividends or redeem other distributions payable to the Borrower or any Wholly Owned Subsidiary of its Equity Intereststhe Borrower, (c) pay any management fees or similar fees to any repurchases of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of common stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests Parent from any employee of the CompanyConsolidated Parties (other than any such Person which is a director, (iii) so long as no Event officer or employee of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests holder of Capital Stock of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (Sponsor or any of its Affiliates) upon the termination of employment of such Person, provided that the aggregate amount paid in all such repurchases shall not exceed $500,000 in the aggregate from and after the Closing Date, (d)(i) cash advances made or cash dividends paid by the Borrower to the Parent Entities’which advances or dividends are used solely to fund administrative and other miscellaneous expenses incurred by the Parent in accordance with Section 7.12(b) corporate and (ii) cash dividends paid by the Borrower to the Parent, provided that (A) the aggregate of all such cash dividends paid after the date hereof is less than 50% of the Consolidated Net Income (excluding any amounts paid as a dividend by any Wholly Owned Subsidiary of the Borrower or other legal existence. 95the Borrower to the holders of its Capital Stock) for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date hereof to the end of the Borrower's most recently ended fiscal quarter for which internal financial statements are available at the time of such cash dividend payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), (B) immediately prior to and after giving effect to any such dividend, the Borrower shall be in pro forma compliance with all of the covenants contained in this Amended Agreement, (C) immediately prior to and after giving pro forma effect thereto as if such dividend had been made at the beginning of the applicable four-quarter period, the Borrower shall have a Fixed Charge Coverage Ratio (as defined in the Senior Note Agreement as in effect on the date hereof) of at least 2.0 to 1.0 and (D) until the Junior Subordinated Note shall have been indefeasibly paid in full, the Parent will use such dividend payments received pursuant to this subclause (d)(ii), if any, promptly upon receipt thereof, to pay the principal and interest then due and payable on, and prepay the principal amount outstanding under, the Junior Subordinated Note, (e) payments of accrued interest on the Senior Notes and (f) tax sharing payments for taxes (including estimated taxes) that are paid on a combined, consolidated, unitary or similar basis, to the extent that such payments do not exceed the amount that the payor would have paid to the relevant taxing authority if the payor filed a separate tax return for the period in question.

Restricted Payments. NotThe Company shall not, and shall not suffer or permit any Subsidiary to, (a) declare or make any dividend payment or other distribution to of assets, properties, cash, rights, obligations or securities on account of any holders shares of any class of its Equity Interests (except capital stock, or purchase, redeem or otherwise acquire for dividends or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to value any non-Wholly-Owned Subsidiary), (b) purchase or redeem any shares of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase capital stock or any other payment in respect of any Subordinated warrants, rights or options to acquire such shares, now or hereafter outstanding, or repurchase, redeem or prepay the Convertible Debt more than one year prior to the scheduled maturity date thereof (such payments, redemptions, purchases, repurchases or (e) set aside funds for any of the foregoing (items (a) through (e) above, collectivelydistributions, “Restricted Payments”). Notwithstanding ; except that (a) any Wholly-Owned Subsidiary may declare and make dividend payments or other distributions to the foregoingCompany or to its immediate parent Subsidiary of the Company, (b) any Subsidiary that is not a Wholly-Owned Subsidiary may declare and make pro-rata dividend payments or other pro-rata distributions, (c) the Company and its Subsidiaries may make any other Restricted Payments, provided, that, in the case of this clause (c), (i) the Company may make a distribution to holders of its Equity Interests in the form of stock Total Leverage Ratio as of the Companydate of any such Restricted Payment (calculated on a pro forma basis giving effect to such Restricted Payment) is less than or equal to 3.00 to 1.0 or (ii) (x) the Total Leverage Ratio as of the date of any such Restricted Payment (calculated on a pro forma basis giving effect to such Restricted Payment) is greater than 3.00 to 1.0 but less than (I) with respect to any Restricted Payment occurring on or after May 1 of any calendar year but prior to February 1 of the succeeding calendar year, the applicable Adjusted Total Leverage Threshold or (II) with respect to any Restricted Payment occurring on or after February 1 of any calendar year but prior to May 1 of that calendar year, the applicable Total Leverage Threshold, and (y) the aggregate consideration paid and other payments made by the Company and its Subsidiaries during the preceding twelve months in connection with all such repurchases and redemptions, including such proposed repurchase or redemption, does not exceed $25,000,000, (iid) the Company may pay the settlement amount with respect to each $1,000 aggregate principal amount of Indebtedness incurred under the 2006 Indenture or other convertible Indebtedness of the Company converted into shares of the Company’s common stock (x) in cash, which shall not exceed the lesser of $1,000 and the conversion value of such Indebtedness incurred under the 2006 Indenture or other convertible Indebtedness pursuant to the terms and conditions of the 2006 Indenture or other governing document and (y) if the conversion value of such Indebtedness incurred under the 2006 Indenture or other convertible Indebtedness exceeds $1,000, in the number of shares of the Company’s common stock as calculated pursuant to the terms and conditions of the 2006 Indenture or other governing document; provided, however, that, in the event the aggregate amount of the shares of the Company’s common stock delivered upon any such conversion would exceed 19.9% of the shares of the Company’s common stock outstanding at the time at which such securities were issued, the Company may pay whole or partial settlement amounts in cash dividends in lieu the aggregate amount, and to the extent, necessary for the Company to be in compliance with the listing requirements of The New York Stock Exchange, (e) with respect to the conversion of the Convertible Debt or other convertible Indebtedness of the Company into shares of the Company’s common stock, the Company may pay the cash value of fractional shares in association with a stock dividend or exercise of warrants, options or other securities exchangeable into Equity Interests of the Company’s common stock pursuant to the terms and conditions of the 2006 Indenture or 2010 Indenture, as applicable and (iiif) so long as the Company may repurchase, redeem or prepay the Convertible Debt, provided that no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, after a Qualified IPO, at the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests time of the Company upon the exercise consummation of stock options if any such Equity Interests represent a portion of the exercise price of such optionsrepurchase, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as redemption or prepayment and no Default or Event of Default has occurred and is continuing or could reasonably be expected would occur after giving effect to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO)repurchase, which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (redemption or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95prepayment.

Restricted Payments. Not, and The Credit Parties will not permit the Parent or any Subsidiary Consolidated Party to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (i) payments and distributions to consummate the Recapitalization pursuant to the Recapitalization Documents (a) make any distribution to any holders of its Equity Interests (except for dividends on the Closing Date or distributions from a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary), (b) purchase or redeem any of its Equity Interests, (c) pay any management fees or similar fees to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for any extent consisting of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders of its Equity Interests in the form of stock of the CompanyParity Notes (and interest thereon) and cash in lieu of fractional amounts thereof, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend or exercise of warrantsrepurchase, options redemption or other securities exchangeable into Equity Interests of the Company, (iii) so long as no Event of Default has occurred and is continuing acquisition or could reasonably be expected to occur as a result thereof, after a Qualified IPO, the Company may make any Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed $5,000,000, (iv) the Company may make other Restricted Payments to repurchase Equity Interests of the Company upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, so long as substantially concurrently with such Restricted Payment, the Company applies the proceeds of such Restricted Payment to repurchase such Equity Interests, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination retirement for value of any Equity Interests in the Company Parent held by any member of the executive management of the Parent and its Subsidiaries, provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $1,000,000 in any fiscal year, (iii) any payment by the Parent in connection with the repurchase of outstanding shares of Employee Preferred Stock (or any optionclass of Equity Interests into which such shares of Employee Preferred Stock are converted) following the death, warrant termination, disability, retirement or termination or other right separation of employment of any employee that is the beneficial holder thereof, (iv) payments by any Consolidated Parties to acquire any the Parent pursuant to a tax sharing agreement under which each such Consolidated Party is allocated its proportionate share of the tax liability of the affiliated group of corporations that file consolidated federal income tax returns (or that file state or local income tax returns on a consolidated basis), (v) the repurchase of Equity Interests in an aggregate amount not to exceed $5,000,000 in of the Parent with the proceeds of any Fiscal Year (which shall increase to $10,000,000 subsequent issuance by the Parent to the consummation Sponsor or its Affiliates or designated co-investors or any of the officers, directors or employees of the Parent or a Qualified IPO), which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal YearsConsolidated Party of any Equity Interests of the Parent, (vi) to the Company may make extent not permitted pursuant to the immediately preceding clause (v), payments made to or for the benefit of regularly scheduled interest as and when due in respect beneficiaries of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash Consolidated Parties' employee bonus plan in lieu of the issuance to or for the benefit of fractional shares such beneficiaries of Employee Preferred Stock, provided that such payments are made with the proceeds of any issuance by the Parent to the Sponsor or its Affiliates or designated co-investors or any of the officers, directors or employees of the Parent or a Consolidated Party of any Equity Interests of the Parent, and (vii) provided that no Default or Event of Default exists either before or after giving effect thereto, (A) loans, advances, dividends or distributions by any Consolidated Party to the Parent not to exceed an amount necessary to permit the Parent to pay its costs (including all professional fees and expenses) incurred to comply with its reporting obligations under federal or state laws or in connection with reporting or other obligations under this Credit Agreement and the Credit Documents, (B) loans or advances by any Consolidated Party to the Parent not to exceed an amount necessary to permit the Parent to pay its interim expenses incurred in connection with any Restricted Payment (including in connection with public offering of equity securities the exercise net proceeds of warrants, options which are specifically intended to be received by or other securities convertible into contributed or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (y) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) the Company may make any Restricted Payment loaned to the extent Borrower, which, unless such offering shall have been terminated by the Company is filing an income tax return as a member board of a consolidateddirectors of the Parent, combined, unitary or aggregate group with a Parent Entity, shall be repaid to the Borrower promptly out of the proceeds of which shall be used such offering and (C) loans, advances, dividends or distributions by any Consolidated Party to the Parent to pay (or to make Restricted Payments to allow any Parent Entity for corporate, administrative and operating expenses in the ordinary course of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95business.

Restricted Payments. NotDeclare or pay any dividends (other than ------------------- paid-in-kind preferred dividends), and not permit purchase, redeem, retire, defease or otherwise acquire for value any Subsidiary toof its capital stock or any warrants, (a) rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any holders of its Equity Interests capital stock or any warrants, rights or options to acquire such capital stock (except for dividends or distributions from each, a Subsidiary to a Wholly-Owned Subsidiary or to the Company and dividends or distributions from a Subsidiary ratably to any non-Wholly-Owned Subsidiary"Restricted Payment"), (b) purchase or redeem permit any of its Equity Interests, (c) pay any management fees or similar fees Subsidiaries to any of its equityholders, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt more than one year prior to the scheduled maturity date thereof or (e) set aside funds for ------------------ do any of the foregoing (items (a) through (e) above, collectively, “Restricted Payments”). Notwithstanding the foregoing, (i) the Company may make a distribution to holders or permit any of its Equity Interests in the form of Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of the Company, (ii) the Company may pay cash dividends in lieu of fractional shares in association with a stock dividend Borrower or exercise of any warrants, rights or options to acquire such capital stock or other securities exchangeable into Equity Interests of the Companyto issue or sell any capital stock or any warrants, (iii) rights or options to acquire such capital stock, except that, so long as no Event of Default has shall have occurred and be continuing at the time of any action described below or would result therefrom: (i) this Section 5.02(g) shall not apply to Restricted Payments made by any Subsidiary of the Borrower, provided -------- that if any such Subsidiary of the Borrower is continuing or could reasonably be expected to occur as not a result thereofwholly-owned Subsidiary of the Borrower, after a Qualified IPO, the Company may make any Restricted Payment made by such Subsidiary to a Person other than the Borrower or a wholly-owned Subsidiary of the Borrower shall be no greater than such Person's share of such Restricted Payment if distributed to the holders of such Subsidiary's capital securities held by such holders immediately prior to the making of such Restricted Payment and (ii) this Section 5.02(g) shall not apply to Restricted Payments made by the Borrower or any of its Subsidiaries constituting (A) payments to the Parent Guarantor pursuant to the Tax Sharing Agreement, which payments (x) shall be made not otherwise permitted hereby earlier than three Business Days prior to the date upon which USS Holdings, Inc.'s related liability to the relevant governmental authority for tax (including, without limitation, estimated taxes) is paid (or, if no such taxes are payable, ordinarily would have been due) and (y) shall not exceed the amount of income taxes which is to be paid by the Loan Parties to USS Holdings, Inc. pursuant to such Tax Sharing Agreement, (B) payments to the Parent Guarantor for operating expenses of the Parent Guarantor and USS Holdings, Inc. in an annual aggregate amount not to exceed $5,000,000200,000, (ivC) the Company may make other Restricted Payments to made by the Borrower in any Fiscal Year with 50% of its portion of Excess Cash Flow for the immediately preceding Fiscal Year in connection with the repurchase Equity Interests of any of the Company upon the exercise outstanding capital stock of stock options if such Equity Interests represent a portion USS Holdings, Inc. for cash from employees, former employees, officers, former officers, directors or former directors of the exercise price Borrower or any of its Subsidiaries (or permitted transferees of such optionsemployees, so long as substantially concurrently with such Restricted Paymentformer employees, officers, former officers, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the board of directors of the Borrower, the Company applies Parent Guarantor or USS Holdings, Inc. under which such individuals purchase or sell or are granted the proceeds option to 104 purchase or sell, shares of such Restricted Payment to repurchase such Equity Interestscommon stock, (v) so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, the Company may make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (which shall increase to $10,000,000 subsequent to the consummation of a Qualified IPO), which, if not used 2,000,000 in such Fiscal Year, may be carried forward to succeeding Fiscal Years, (vi) the Company may make payments of regularly scheduled interest as and when due in respect of any Subordinated Debt, (vii) the Company may (or may make Restricted Payments to allow any Parent Entity to) (x) pay cash in lieu of the issuance of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests), share split, reverse share split or combination thereof or any Acquisition or other Investment and (yD) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms, (viii) contemplated under the Company may make any Restricted Payment first proviso to the extent the Company is filing an income tax return as a member of a consolidated, combined, unitary or aggregate group with a Parent Entity, the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) any tax liability in respect of income attributable to the Company and its Subsidiaries, but not in excess of the tax liability that the Company would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself and its Subsidiaries (and net of any payment already made and to be made by the Company or its Subsidiaries to a taxing authority to satisfy such tax liability) and (ix) the Company may make any Restricted Payment the proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Company to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its (or any of its Parent Entities’) corporate or other legal existence. 95Section 5.01(l).