Common use of Restricted Payments Clause in Contracts

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.

Restricted Payments. Declare The Borrower shall not, and shall not cause or makepermit any Restricted Subsidiary to, directly or indirectly, any make a Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary may make Restricted Payments to dividends payable by the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment on common stock issued by a non-wholly-owned Subsidiary, to the Borrower and not to exceed an annual rate of $0.10 per share (such amount to be appropriately adjusted to reflect any Subsidiary and stock split, reverse stock split, stock dividend or similar transaction occurring after the Closing Date so that the aggregate amount of dividends permitted after such transaction is the same as the amount permitted immediately prior to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership intereststransaction); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person[reserved]; (c) the Borrower and each Subsidiary may purchaserepurchase, redeem or otherwise acquire shares of its common stock redemption or other common acquisition or retirement for value of Equity Interests with of the proceeds received from Borrower or any of the substantially concurrent issue Restricted Subsidiaries held by any current or former officer, director or employee of new shares the Borrower or any of its common stock the Restricted Subsidiaries (or their respective estates, heirs, family members, spouses, former spouses or beneficiaries under their estates or other common Equity Interestspermitted transferees), pursuant to the terms of any equity subscription agreement, stock option agreement, shareholders’ agreement, compensation agreement or arrangement or similar agreement; provided that the aggregate amount of such acquisitions or retirements (excluding amounts representing cancellation of Indebtedness) shall not exceed $7,000,000 in any calendar year (with any portion of such $7,000,000 amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount, provided that the amount carried forward shall not exceed $10,000,000 at any time); provided further that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower after the Closing Date; (d) the Borrower may make Restricted Payments so long as (1) repurchase of Equity Interests deemed to occur upon the Material Debt Documents then outstanding would permit exercise of stock or other equity options to the extent such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% Equity Interests represent a portion of the Net Cash Proceeds from the sale exercise price of those stock or issuance by the Borrower other equity options and any repurchase or other acquisition of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of its stock options, warrants, incentives or other rights to acquire Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andInterests; (e) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of any such Person; (f) payments to dissenting stockholders of the Borrower not to exceed $5,000,000 in the aggregate made (i) pursuant to applicable law or (ii) 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 in connection with a transaction not prohibited by this Agreement; (g) so long as no Potential Default or Event of Default shall exist or shall result therefrom, Restricted Payments; provided that (i) the Net Leverage Ratio at such time, calculated on a Pro Forma Basis, shall not be greater than 3.00:1.00 and (ii) after giving effect thereto and any incurrence of Indebtedness in connection therewith, Availability would equal not less than 15% of the Commitments; (h) Restricted Payment would be permitted under the Material Debt Documents then outstanding, Payments (not constituting dividends by the Borrower may on common stock issued by the Borrower or purchases or other acquisition or retirement for value of any Equity Interests of the Borrower) in an aggregate amount not to exceed $10,000,000 since the Closing Date; (Ai) redeem prepayment of any Subordinated Obligations with Refinancing Indebtedness thereof; (j) repurchases of Subordinated Obligations of the Borrower or purchase the Convertible Notes, in whole or in part, any Guarantor at a redemption or purchase price not to exceed greater than 100% of the principal amount of such Subordinated Obligations in the Convertible Notes to be redeemedevent of an asset disposition, together with in each case plus accrued or and unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); providedthereon, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than extent required by the terms of such Subordinated Obligations, but only if the debt being refinancedBorrower has complied with and fully satisfied its obligations in accordance with Section 8.2.7 [Dispositions]; and (k) de minimis Restricted Payments not made in cash or Temporary Cash Investments to the extent necessary to effectuate the Midstream GP IPO.

Restricted Payments. (i) Declare or makepay any dividend or other distribution, directly direct or indirectlyindirect, on account of any Equity Interests of the Borrower, now or hereafter outstanding, (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Borrower or any direct or indirect parent of the Borrower, now or hereafter outstanding, (iii) make any payment to retire, or to obtain the surrender of, any Restricted Paymentoutstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Equity Interests of the Borrower, now or hereafter outstanding, (iv) return any Equity Interests to any shareholders or other equity holders of the Borrower, or incur make any obligation other distribution of property, assets, shares of Equity Interests, warrants, rights, options, obligations or securities thereto as such or (contingent v) pay any management fees or otherwiseany other fees or expenses (including the reimbursement thereof by the Borrower) pursuant to do soany management, except thatconsulting or other services agreement to any of the shareholders or other equityholders of the Borrower or other Affiliates or Affiliates of the Borrower; provided, so long however, (A) the Borrower may make tax distributions (“Tax Distributions”) with respect to each Fiscal Year, in an aggregate amount equal to the amount of income tax liability the Borrower would have had for such Fiscal Year if the Borrower were an individual subject to Federal or state (in which its chief executive office or principal place of business is located) income tax at the highest applicable marginal tax rates in effect in each jurisdiction for such year and taking into account the deductibility of the state income taxes for Federal purposes and the characterization of the income of the Borrower as ordinary income or capital gains, as appropriate, provided that the Tax Distribution with respect to a Fiscal Year of the Borrower is paid by the Borrower within 20 days of (x) the estimated tax payment date, in the amount of the estimated tax due on such date calculated in accordance with this proviso, (y) the date the tax return with respect to such taxes is due, or (z) the date the tax return with respect to such tax issue is due taking into account valid extensions, in the amount of such taxes less all prior Tax Distributions applicable to such Fiscal Year, provided, further, that at the election of the Collateral Agent, which the Collateral Agent may and, upon the direction of the Required Lenders, shall make by notice to the Borrower, no such payment shall be made if an Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: from the making of any such payment and (aB) each Subsidiary may make Restricted Payments after giving effect to the Borrower and to wholly-owned Subsidiaries (and, in the case application of a Restricted Payment by a non-wholly-owned Subsidiary, Collections with respect to the Borrower Covered Portion of Insurance Premium Loans in accordance with Section 2.05(d), so long as no Default or Event of Default has occurred and is continuing or would result from the making of any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of payment, the Borrower may declare and make dividend payments pay dividends or other distributions payable solely in the common stock or other common on account of any Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts Collections with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders Uncovered Portion of an Insurance Premium Loan (other than the terms of the debt being refinancedSalvage Collections).

Restricted Payments. Declare or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payments; except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary of the Borrower may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) Holdings and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;; and (c) the Borrower Holdings and each Subsidiary may purchase, redeem purchase or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; cause to be purchased (d) and the Borrower may make Restricted Payments so long as (1to Holdings in amounts to enable it to purchase) the Material Debt Documents then outstanding would permit Equity Interests of Holdings or such Restricted PaymentSubsidiary from present or former directors, officers, members of management or employees of Holdings or any such Subsidiary, their estates, spouses, former spouses and (2) iftheir heirs upon and after the death, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 disability or (B) the termination of employment of such Person in an aggregate amount of such Restricted Payments would be less than not to exceed $5,000,000 in any fiscal year; (d) Holdings may make (and the sum of (xBorrower may make payments to Holdings to enable it to make) $50,000,000 cash payments in each fiscal year plus (y) up to 100% lieu of the Net Cash Proceeds from issuance of fractional shares in connection with the sale exercise of warrants, options or issuance by the Borrower other securities convertible into or exchangeable for Equity Interests of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andHoldings; (e) so long as after the Closing Date, Holdings and each Subsidiary may make (and the Borrower may make payments to Holdings to enable it to make) other Restricted Payments in addition to those otherwise permitted by this Section 7.5 in an amount not to exceed $8,000,000 in the aggregate in any fiscal year (or with respect to the period from the Closing Date through the end of the fiscal year ending December 31, 2021, $3,600,000); provided that (i) no Event of Default shall exist or would result therefrom and (ii) after giving effect to such Restricted Payment would be permitted under the Material Debt Documents then outstanding(including any incurrence of Indebtedness in connection therewith) on a Pro Forma Basis, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower Loan Parties shall be in compliance with the financial covenants set forth in Section 7.107.7 recomputed as of the last day of the most recent LTM Period; (f) Holdings may repurchase (and the Borrower may make payments to Holdings to enable it to repurchase) through a “cashless exercise” Equity Interests upon the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings if such Equity Interests netted for such repurchase represent all the exercise price of such warrants, options or other securities convertible into or exchangeable for Equity Interests; (g) Holdings and each Subsidiary may make (and the Borrower may make payments to Holdings to enable it to make) other Restricted Payments in addition to those otherwise permitted by this Section 7.5; provided that (i) no Event of Default shall exist or would result therefrom and (ii) after giving effect to such Restricted Payment (including any incurrence of Indebtedness in connection therewith) on a Pro Forma Basis, (A) the Loan Parties shall be in compliance with Section 7.7 recomputed as of the last day of the most recent LTM Period and (B) the Consolidated Total Net Leverage Ratio recomputed as of the last day of the most recent LTM Period does not exceed 2.50:1.00; (i) the Borrower and its Subsidiaries may make cash distributions to Holdings, in the amounts necessary to enable Holdings to make Permitted Tax Payments, and (ii) the Borrower and its Subsidiaries may make cash distributions to Holdings, and Holdings may in turn make cash distributions to Parent, in the amounts necessary to enable Parent to make Permitted Tax Payments; (i) the Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings for redistribution to any direct or indirect parent thereof (x) for customary and reasonable out-of-pocket expenses, legal and accounting fees and expenses and overhead of such Person incurred in the ordinary course of business to the extent attributable to the business of the Borrower and its Subsidiaries and (y) to effect the payments contemplated by Section 7.6(f); (j) so long as no Event of Default shall have a minimum occurred and be continuing or would immediately thereafter result therefrom, the Borrower may make distributions to Holdings or any direct or indirect parent of $75,000,000 Holdings to pay reasonable directors’ fees, expenses and indemnities owing to directors of Holdings or any direct or indirect parent of Holdings, and to pay customary and reasonable salary and bonuses of any combination officers or employees of cash on hand and availability under a revolving credit facility Holdings or (B) refinance the Convertible Notesany direct or indirect parent of Holdings, in whole or in parteach case, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable (i) to the Lenders than extent incurred in the terms ordinary course of business, (ii) to the extent related to the parent entity’s ownership of the debt being refinancedBorrower and its Subsidiaries and (iii) in order to permit such parent entity to make such payments; (k) if the Investors or their Affiliates shall have made direct or indirect cash equity contributions to the Borrower to fund any Permitted Acquisitions, and such Permitted Acquisition or expenditure is not made within ten (10) Business Days after receipt of such equity contributions, the Borrower may return such equity contributions to such Investors or their Affiliates either directly or indirectly by distribution to Holdings for redistribution to any Parent Company to effect such return of contributions; (l) to the extent constituting a Restricted Payment, the issuance of Disqualified Equity Interests to the extent not prohibited by Section 7.1; and (m) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within sixty (60) days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.5. To the extent that Holdings or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 7.5, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Holdings and its Subsidiaries in respect thereof.

Restricted Payments. Declare With respect to the Borrower, declare or makepay any dividend or make any distribution on its capital stock or purchase, directly redeem, acquire or indirectlyotherwise retire any capital stock for value (in each case, any a "Restricted Payment"); provided, or incur any obligation (contingent or otherwise) to do sohowever, except that, that the Borrower may make a Restricted Payment so long as as, at the time of, and after giving effect to, the proposed Restricted Payment: (a) no Default or Event of Default shall have occurred and be continuing at and (b) the time of any action described below or would result therefrom: (a) each Subsidiary may make 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 consolidated Subsidiaries excluding the Lightship Tanker Entities for the fiscal year ended immediately prior to wholly-owned Subsidiaries (and, the fiscal year in the case of a which such proposed Restricted Payment by a non-wholly-owned Subsidiaryis to be made determined in accordance with GAAP. Notwithstanding the preceding sentence, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (dw) the Borrower may make Restricted Payments with the proceeds of substantially concurrent capital contributions made by its stock holders so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, no Default or Event of Default shall have occurred and (2) if, be continuing prior to or after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in each fiscal year plus additional shares of its common stock, (y) up to 100% Subsidiaries of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its may declare and pay dividends ratably with respect to their Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus Interests, and (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem make Restricted Payments pursuant to and in accordance with stock option plans or purchase the Convertible Notesother benefit plans for management, in whole directors or in part, at a redemption or purchase price not to exceed 100% employees of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase Borrower and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedits Subsidiaries.

Restricted Payments. Declare No Credit Party will, and will not permit any Restricted Subsidiary to, declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as provided that no Default or Event of Default shall have occurred and be continuing at before or immediately after any of the time following, the Credit Parties may make the following Restricted Payments (and for greater certainty, subject to the occurrence and continuance of any action described a Default or an Event of Default, the exceptions listed below or would result therefrom:are each permitted payments): (a) each Subsidiary may make Restricted Payments to the Borrower may declare and pay dividends with respect to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other its Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Securities; (b) each any Restricted Subsidiary of the Borrower may declare and make dividend payments pay dividends to the Borrower or other distributions payable solely in the common stock any wholly-owned Restricted Subsidiary and any wholly-owned Restricted Subsidiary may redeem or other common repurchase its own Equity Interests of such PersonSecurities; (c) the Borrower may make Restricted Payments pursuant to and each Subsidiary may purchasein accordance with stock option plans, redeem profit sharing plans and/or other benefit plans for management or otherwise acquire shares employees of the Borrower and its common Subsidiaries, provided that the aggregate amount of cash payments made by the Borrower and the Subsidiaries in any Fiscal Year pursuant to all such stock or option plans, profit sharing plans and other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interestscompensation benefit plans shall not exceed Cdn.$2,000,000; (d) the Borrower may make Restricted Payments so long as (1) pay to the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up Parent any amounts required to 100% of the Net Cash Proceeds pay income taxes on earnings attributed from the sale or issuance by Borrower’s business to the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andParent; (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% make payments of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) interest under the Borrower shall be in compliance with the covenants set forth in Section 7.10, Parent Subordinated Debt at any time and (ii) principal under the Parent Subordinated Debt; (f) the Borrower shall have a minimum may make any payment to the Parent which is permitted by any of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility Sections 6.7(d), (e) or (Bf); (g) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable Borrower may distribute any amount to the Lenders than the terms of the debt being refinancedParent in any Fiscal Year.

Restricted Payments. Declare or makeThe Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to whollyWholly-owned Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsInterests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments Payments, in each case so long as as: (1i) the Material Debt Documents then outstanding no Event of Default shall be continuing or would permit such Restricted Payment, and be caused thereby, (2ii) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio effect thereto the Borrower would be less than 2.00:1.00 or in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (Biii) the aggregate amount of all such Restricted Payments would be less than pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 in each fiscal year plus and (y) up to 10017.5% of Consolidated Adjusted EBITDA of the Net Cash Proceeds from Borrower and its Restricted Subsidiaries for the sale Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or issuance repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interest since Interests; (i) the Restatement Closing Date not used to Borrower and its Restricted Subsidiaries may make any other Restricted Payments under Section 7.06(c) above plus (z) 50% of after the Consolidated Net Income since the Restatement Closing Date; and (e) , so long as such Restricted Payment (i) no Event of Default shall exist or be continuing or would be permitted under the Material Debt Documents then outstanding, the Borrower may result therefrom and (Aii) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to the making of such redemption or repurchase and any transactions related theretoRestricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (ij) if the Borrower shall be in compliance with the covenants set forth in Section 7.10, and becomes a member (iior becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance is the Convertible Notescommon parent, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable Borrower may make Permitted Tax Distributions to the Lenders than the terms of the debt being refinancedsuch parent.

Restricted Payments. Declare The Borrower 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: (i) the Borrower may make Restricted Payments to the Parent in additional shares of its common stock or incur Permitted Preferred Stock (including options, warrants and other rights to purchase shares of such common stock or Permitted Preferred Stock); (ii) the Borrower may make Restricted Payments to any obligation (contingent Subsidiary which has executed the Initial Guarantee or otherwise) to do soan Additional Guarantee, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and or to wholly-owned Subsidiaries any other Subsidiary which has executed the Initial Guarantee or an Additional Guarantee; (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (biii) each Subsidiary of the Borrower may declare make dividends and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares respect of its common stock or other common Equity Interests Permitted Preferred Stock in cash at such times and in such amounts as shall be necessary to permit the Parent to pay Permitted Parent Expenses when due and to permit the Borrower to comply with its obligations under the proceeds received from Tax Sharing Agreement; (iv) until the substantially concurrent issue of new shares date that is 30 months after the Effective Date, so long as no Default under Section 7.01(a), (b), (h), (i) or (j) has occurred and is continuing, the Borrower may make cash dividends in respect of its common stock or Permitted Preferred Stock at such times and in such amounts as shall be necessary to permit the Parent to pay Permitted Parent Liabilities (other common Equity Interests; than Permitted Parent Liabilities described in clause (div) of the definition thereof) when due and to permit the Parent to fund any Permitted Interest Fund; (v) on and after the date that is 30 months after the Effective Date, so long as (A) no Default under Section 7.01(a), (b), (h), (i) or (j) has occurred and is continuing and (B) no Blockage Period is then in effect, the Borrower may make Restricted Payments so long dividends and distributions in respect of its common stock or Permitted Preferred Stock at such times and in such amounts as shall be necessary (1) to permit the Material Debt Documents then outstanding would permit such Restricted Payment, Parent to pay Permitted Parent Liabilities (other than Permitted Parent Liabilities described in clause (iv) of the definition thereof) when due and (2) if, after giving effect thereto, either to permit the Parent to fund any Permitted Interest Fund; and (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (evi) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingno Default has occurred and is continuing, the Borrower may (A) redeem make cash dividends in respect of its common stock or purchase Permitted Preferred Stock at such times and in such amounts as shall be necessary to permit the Convertible Notes, in whole or in part, at a redemption or purchase price not Parent to exceed 100% pay Permitted Parent Liabilities of the principal amount type described in clause (iv) of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanceddefinition thereof.

Restricted Payments. Declare The Top Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Top Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Top Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests Capital Stock of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Top Borrower and each Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or Capital Stock (other common Equity Interests than Disqualified Capital Stock) of such Person; (c) the Top Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests 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 or other common Equity Interestsequity interests; (d) the Top Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock, or payments or distributions to dissenting stockholders pursuant to applicable law; (e) Restricted Payments in connection with transactions permitted by Section 7.04(e); (f) solely during the Leverage Test Period, the Top Borrower may declare, make and pay Restricted Payments so long as (1i) the Material Debt Documents then outstanding would permit amount of such Restricted Payment, Payments to be made pursuant to this Section 7.06(f) does not exceed the Available Amount determined at the time such Restricted Payment is made and (2ii) if, immediately before and after giving effect thereto, either no Event of Default has occurred and is continuing; (Ag) solely during the pro forma Consolidated Senior Leverage Test Period, the Top Borrower may declare, make and pay Restricted Payments so long as immediately after giving effect thereto (i) no Event of Default has occurred and is continuing and (ii) on a Pro Forma Basis as of the last day of the most recently-ended Test Period the Total Net Leverage Ratio would be less than 2.00:1.00 or not exceed 2.50 to 1.00; (Bh) [reserved]; (i) the aggregate amount Top Borrower may pay any dividend within 60 days after the date of the declaration thereof if at the date of such Restricted Payments declaration or notice, the dividend would be less than have complied with the sum provisions of this Section 7.06; (j) solely during the Leverage Test Period, so long as no Event of Default has occurred and is continuing, repurchases by the Top Borrower of its common stock or options, warrants or other securities exercisable or convertible into such common stock (excluding any debt security that is convertible into, or exercisable for, common stock) not to exceed the greater of (x) $50,000,000 in each fiscal year plus 20,000,000 and (y) up to 10015% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% Consolidated EBITDA of the Consolidated Net Income since Top Borrower and its Restricted Subsidiaries for the Restatement Closing Datemost recently ended Test Period in the aggregate in any fiscal year; and (ek) the Top Borrower may declare or pay cash dividends on Crestview Preferred Stock (i) during the Minimum Liquidity Period, in an aggregate amount not to exceed $8,000,000 in any fiscal year and (ii) during the Leverage Test Period, in an unlimited amount so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at immediately after giving effect thereto on a redemption or purchase price not to exceed 100% Pro Forma Basis as of the principal amount last day of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) most recently-ended Test Period the Top Borrower shall be in compliance with the covenants set forth in Section 7.10, and 7.10 (ii) the Borrower shall have a minimum regardless of $75,000,000 whether any Covenant Facility is then outstanding). For purposes of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notesdetermining compliance with this Section 7.06, in whole or in part, using subordinated Indebtedness having a maturity date longer the event that any Restricted Payment meets the criteria of more than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms one of the debt being refinancedcategories of Restricted Payment described in subsections (a) through (k) above, the Top Borrower may from time to time, in its sole discretion, classify or reclassify such Restricted Payment (or any portion thereof) and will only be required to include the amount and type of such Restricted Payment in one or more of the above subsections.

Restricted Payments. Declare The Borrowers will not, and will not permit any of their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) dividends payable by any Borrower solely in interests of any class of its common equity; (ii) Restricted Payments made by any Subsidiary to any Borrower (including without limitation Restricted Payments made by Fox to FFH) or incur to another Subsidiary, on at least a pro rata basis with any obligation other shareholders if such Subsidiary is not wholly owned by any Borrower and other wholly owned Subsidiaries of any Borrower; (contingent iii) cash Restricted Payments paid on, or otherwise) to do soin connection with, except the common Capital Stock of FFH; provided that, so long as before and after giving effect to such Restricted Payment, (a) each of the Borrowers and the Subsidiary Loan Parties are Solvent, (b) no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a such Restricted Payment by a non-wholly-owned Subsidiaryis made, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower Borrowers are in pro forma compliance with each of the covenants set forth in Article VI (measuring Consolidated Total Indebtedness for purposes of Section 6.1 as of the date of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment) and each Subsidiary may purchaseotherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1 as if such Restricted Payment was made, redeem or otherwise acquire shares and any Indebtedness incurred in connection therewith was incurred, on the first day of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; such Fiscal Quarter) and (d) the Borrower may make Restricted Payments so long as (1i) the Material Debt Documents then outstanding would permit Leverage Ratio is less than 1.50:1.00 (measuring Consolidated Total Indebtedness as of the date of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment, ) and otherwise recomputing the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1) or (2ii) if, after giving effect thereto, either (Ax) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than does not exceed the Consolidated EBITDA for the twelve-month period ended immediately prior to such Restricted Payment for which financial statements have been delivered to the Administrative Agent and (y) the sum of (xA)(1) $50,000,000 the Aggregate Revolving Commitment Amount minus (2) the aggregate principal amount of all Revolving Credit Exposure giving effect to any advances made in each fiscal year connection with such Restricted Payment, plus (yB) up to 100% cash and cash equivalents on hand (in Controlled Accounts) of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateLoan Parties is at least $20,000,000; and (eiv) so long as Restricted Payments with respect to mandatory obligations to repurchase Capital Stock of 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 FHH and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Restricted Payment would be permitted under the Material Debt Documents then outstandingPerson or otherwise pursuant to any employee, the Borrower may (A) redeem management or purchase the Convertible Notesdirector equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement with any employee, director, officer or consultant of FHH and its Subsidiaries in whole or in part, at a redemption or purchase price an aggregate amount not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with $2,500,000 during any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedcalendar year.

Restricted Payments. Declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary the US Borrower may make Restricted Payments declare and pay dividends with respect to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other its Equity Interests payable solely in additional shares of such Subsidiary on a pro rata basis based on their relative ownership interests)its common stock; (b) each Subsidiary of the US Borrower may declare purchase, redeem and make dividend payments or other distributions payable solely in retire any Equity Interests using proceeds realized from the sale of additional shares of the common stock or other common Equity Interests of such PersonUS Borrower; (c) Subsidiaries of the US Borrower may declare and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests pay dividends ratably with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common respect to their Equity Interests; (d) the US Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the pay preferred dividends in cash up to a maximum aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and90,000 per annum; (e) so long as no Event of Default has occurred and is continuing, or would reasonably be expected to result from such Restricted Payment would be permitted under the Material Debt Documents then outstandingpayment (on a pro forma basis), the US Borrower may (A) redeem or purchase the Convertible Notesmake other Restricted Payments for aggregate consideration not exceeding, in whole or any Fiscal Year, an amount equal to five percent (5%) of Consolidated Net Worth, in parteach case, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemedif, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, the Consolidated Fixed Charge Coverage Ratio is equal to or greater than 1.50 to 1.00; (f) so long as no Event of Default has occurred and is continuing, or would reasonably be expected to result from such payment (on a pro forma basis), the US Borrower may make payments in cash of accrued interest on Subordinated Indebtedness (i) if, after giving pro forma effect thereto, the Borrower shall be in compliance with the covenants set forth in Section 7.10, and Fixed Charge Coverage Ratio is equal to or greater than 1.50 to 1.00 or (ii) if such cash payments are paid from the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms proceeds of the debt being refinancedissuance of new Qualified Equity Interests; and (g) the US Borrower may make payments of accrued interest on Subordinated Indebtedness paid in kind or otherwise by capitalizing the same.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, that each of the following shall be permitted so long as no Default or Event of Default shall have occurred and be continuing at prior, or immediately after giving effect, to the time of any action described below following, or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (b) the Loan Parties and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Lead Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares make Restricted Payments on account of its common employee stock repurchase programs or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;similar programs in an amount not to exceed $30,000,000 in any Fiscal Year; and (d) the Lead Borrower may make Restricted Payments to Holdings in an amount necessary to pay the contractual rate of interest on the Senior Notes; (e) the Lead Borrower may make Restricted Payments to Holdings in an amount equal to the amount contributed by Holdings to the Lead Borrower consisting of the proceeds of the Senior Notes; provided that, until such Restricted Payment is made, such contribution by Holdings to the Lead Borrower shall remain in a segregated account, and the proceeds thereof shall not be used for any other purpose; (f) the Loan Parties may make Restricted Payments from cash on hand and not with proceeds of the Loans so long as (1i) for the Material Debt Documents then outstanding would permit 120 days before any such Restricted Payment, no Loans have been outstanding, (ii) for each of the 120 days preceding such Restricted Payment, the Borrowers shall have had cash on hand sufficient to make such Restricted Payment without the necessity of obtaining proceeds of Loans for the operations of their business or for the purpose of making such Restricted Payment, and (2C) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of to such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DatePayment, no Loans are outstanding; and (eg) so long as such Restricted Payment would be permitted under if the Material Debt Documents then outstandingRP Conditions are satisfied, the Borrower Loan Parties may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or make other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedRestricted Payments.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the additional shares of its common stock or other common stock, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests of such Person; Interests, (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower Restricted Subsidiaries 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, (d) any Receivables Entity may declare and pay dividends or other distributions to the Borrower or any wholly-owned Subsidiary thereof and, (e) the Borrower and its Restricted Subsidiaries may make any other Restricted Payment so long as (1i) the Material Debt Documents then outstanding no Default has occurred and is continuing or would permit such Restricted Payment, and (2) if, arise after giving effect thereto, either (A) the including giving effect on a pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (Bbasis) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have and the Restricted Subsidiaries are in compliance, on a minimum of $75,000,000 of any combination of pro forma basis after giving effect to such Restricted Payment, with the covenants contained in Section 6.11.Leverage Ratio for the Borrower and its Restricted Subsidiaries on a consolidated basis would not be greater than 2.50 to 1.00 and (f) the Borrower may declare and pay quarterly cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notesdividends to shareholders, in whole or an aggregate amount not to exceed $0.40 per share in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedany fiscal year.

Restricted Payments. Declare During any Non-Investment Grade Period, the Borrower will not, and STX and the Borrower will not permit any of their respective subsidiaries to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary may make Restricted Payments to the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other their Equity Interests payable solely in additional shares of such Subsidiary on a pro rata basis based on their relative ownership interests)Equity Interests; (b) each Subsidiary the Borrower and the Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, provided if the Borrower merges with or consolidates with or into STX (or if different the ultimate parent of the Borrower may which is a publicly traded Person), then the Borrower shall no longer be able to declare and make dividend payments pay ratable dividends or other distributions payable solely in the common stock or other common Equity Interests of such Personpursuant to this clause (b); (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares Restricted Payments consisting of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue cash dividends paid quarterly in respect of new shares of its common stock or other common STX’s Equity Interests;, provided that (i) no such Restricted Payments pursuant to this clause (c) shall be declared, permitted or made in an aggregate amount that is greater than $700,000,000 in any four consecutive fiscal quarter period, and (ii) after giving effect to each such Restricted Payment referred to in this clause (c) and any related Borrowing, the Liquidity Amount shall not be less than $800,000,000; and (d) the Borrower may make other Restricted Payments, provided that (i) no such Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Paymentshall be declared, and (2) if, permitted or made if before or after giving effect thereto, either (A) the Total Leverage Ratio is, or on a pro forma Consolidated Senior Leverage Ratio basis would be less be, greater than 2.00:1.00 or (B) 3.75:1.00, calculated based upon the aggregate amount of such Restricted Payments would be less than financial information most recently delivered to the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid Administrative Agent pursuant to clause (c) of Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.105.01, and (ii) after giving effect to each such Restricted Payment referred to in this clause (d) and any related Borrowing, the Borrower Liquidity Amount shall not be less than $800,000,000. If any Restricted Payment described in any clause of this Section 6.07 made at the time an Investment Grade Period ends exceeds the amount of Restricted Payments that would be permitted at the time the succeeding Non-Investment Grade Period commences, then the amount of such excess shall be deemed to have a minimum of $75,000,000 of any combination of cash on hand and availability been permitted under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedthis Section.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower and each Subsidiary may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Paymentpursuant to and in accordance with their stock option, stock purchase and (2) ifother benefit plans of general application to management, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 directors or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% other employees of the Net Cash Proceeds from Borrower and its Subsidiaries, as adopted or implemented in the sale or issuance by the Borrower ordinary course of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andbusiness; (e) so long as such Restricted Payment no Default shall have occurred and be continuing at the time of any action described in this clause (e) or would be permitted under the Material Debt Documents then outstandingresult therefrom, the Borrower may (Ai) declare and make cash dividends to its stockholders and (ii) purchase, redeem or purchase otherwise acquire for cash Equity Interests issued by it in an aggregate amount with respect to clauses (i) and (ii) from and after the Convertible Notes, in whole or in part, at a redemption or purchase price Closing Date not to exceed 100the sum of (1) the greater of $75,000,000 and 2.75% of the principal amount Consolidated Total Assets of the Convertible Notes to be redeemedBorrower plus (2) so long as the Consolidated Leverage Ratio of the Borrower calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of the making of such dividend, together with accrued purchase, redemption or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that acquisition after giving pro forma effect to such Restricted Payment as if it had occurred on such last day or such date (as applicable) would be less than 3.25:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such dividend, purchase, redemption or repurchase acquisition plus (3) any Net Equity Proceeds; provided that, in the case of each of clauses (i) and (ii) above, both before and after giving pro forma effect to any transactions related theretosuch dividend, purchase, redemption or acquisition as if such dividend had been paid or purchase, redemption or acquisition had occurred on the last day of the preceding fiscal quarter, the Borrower is in compliance with the financial covenants set forth in Section 7.11; (f) Investments permitted pursuant to Section 7.02(c); (g) non-cash repurchases of Equity Interests of the Borrower deemed to occur (i) upon the non-cash exercise of stock options and warrants or similar equity incentive awards, and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award; (h) the Borrower or any of its Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (i) the Borrower shall be in compliance and its Subsidiaries may make Restricted Payments to consummate the Transaction; (j) the payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the covenants set forth in other provisions of this Section 7.10, and 7.06; and (iik) the Borrower shall have purchase, redemption, acquisition, cancellation or other retirement for a minimum of $75,000,000 nominal value per right of any combination rights granted to all holders of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms common stock of the debt being refinancedBorrower pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair take over tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by a Responsible Officer that is a senior financial officer of the Borrower).

Restricted Payments. Declare The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that(a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (b) Subsidiaries of Borrower may declare and pay dividends to the Borrower and the other Loan Parties ratably with respect to their Equity Interests, (c) the Borrower may pay Permitted Tax Distributions, (d) if there are no Loans outstanding immediately before or after the making of such Restricted Payment, the Borrower may declare and pay cash distributions so long as such distribution is funded using only Available Cash and both at the time of, and immediately after effect has been given to, such proposed action, (x) no Default or Event of Default shall have occurred and be continuing at and (y) the time of any action described below or would result therefrom: Borrower’s Leverage Ratio (a) each Subsidiary may make Restricted Payments to calculated using EBITDA for the Borrower most recently ended fiscal quarter for which a Compliance Certificate has been delivered and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests Indebtedness as of such Subsidiary date of calculation) is less than or equal to 4.00 to 1.00 on a pro rata basis based on their relative ownership interests); forma basis, (be) each Subsidiary if there are Loans outstanding immediately before or after the making of such Restricted Payment, the Borrower may declare and make dividend payments pay cash distributions so long as such distribution is funded using only Available Cash and both at the time of, and immediately after effect has been given to, such proposed action, (x) no Default or other distributions payable solely in Event of Default shall have occurred and be continuing, (y) the common stock or other common Equity Interests Borrower’s Leverage Ratio (calculated using EBITDA for the most recently ended fiscal quarter for which a Compliance Certificate has been delivered and Indebtedness as of such Person; date of calculation) is less than or equal to 3.75 to 1.00 on a pro forma basis and (cz) the Borrower and each Subsidiary may purchasehas Liquidity in excess of an amount equal to fifteen percent (15%) of the then existing Commitments, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (df) the Borrower may make Restricted Payments so long as an initial repurchase of all or a portion of the Concho Preferred Units on the Effective Date and (1g) the Material Debt Documents then outstanding would permit such Restricted PaymentBorrower may repurchase all or a portion of the Concho Preferred Units on or after the Effective Date if both at the time of, and (2) ifimmediately after effect has been given to, after giving effect theretosuch proposed action, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus no Default or Event of Default shall have occurred and be continuing, (y) up the Borrower’s Leverage Ratio (calculated using EBITDA for the most recently ended fiscal quarter for which a Compliance Certificate has been delivered and Indebtedness as of such date of calculation) is less than or equal to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used 4.00 to make any Restricted Payments under Section 7.06(c) above plus 1.00 on a pro forma basis and (z) 50% the Borrower has Liquidity in excess of an amount equal to fifteen percent (15%) of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedexisting Commitments.

Restricted Payments. Declare 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 or Event of Default shall have occurred and be continuing at the time of prior to, or immediately after giving effect to, any action described below or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (b) the Loan Parties and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson (other than Disqualified Stock); (c) the Borrower Loan Parties may declare and make the Refinancing Dividend; (d) the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire shares Equity Interests held by any of its common present or former employees, directors or consultant pursuant to any management equity plan or stock option plan, provided that Restricted Payments made pursuant to this clause (d) shall not exceed $2,500,000 in the aggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to the next succeeding Fiscal Year); (e) if the Restricted Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it; (f) if the Restricted Payment Conditions are satisfied, the Parent may declare or pay dividends or distributions with respect to any capital stock or other common Equity Interests with Interest of the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsParent; (dg) the Borrower Loan Parties may make Restricted Payments so long as (1) for the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount purpose of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Datepaying Tax Distributions; and (eh) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, Loan Parties and each Subsidiary may pay any dividend or redeem any Equity Interests within ten (10) days after the Borrower may (A) redeem date of declaration or purchase the Convertible Notes, in whole or in partcall for redemption thereof if, at a redemption such date of declaration or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemedcall for redemption, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid such payment was otherwise permitted pursuant to this Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced7.06.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (andother Subsidiaries, ratably according to their respective holdings of the type of Stock and Stock Equivalent in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Stock and Stock Equivalents of such PersonPerson to holders of the Stock and Stock Equivalents thereof, ratably according to their respective holdings of the type of Stock and Stock Equivalent in respect of which such Restricted Payment is being made; (c) the Borrower may declare and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with pay the proceeds received from Closing Date Dividend to Borrower Stockholders on the substantially concurrent issue of new shares of its common stock or other common Equity InterestsClosing Date; (d) [intentionally omitted]; (e) the Borrower may make Restricted Payments so long as declare and directly or indirectly pay cash dividends and distributions to the Borrower Stockholders in any fiscal year provided, (1i) no Default shall have occurred and be continuing or would result therefrom, (ii) the Material Debt Documents then outstanding would permit Consolidated Leverage Ratio was less than or equal to 2.00 to 1.00, (iii) (x) no such Restricted Payment, cash dividend or distribution may be paid in excess of $20,000,000 in the aggregate for all such dividends or distributions after the Closing Date and (2y) ifno such cash dividend or distribution may be paid if during the period of twelve months following the proposed payment of such dividend or distribution, the Borrower DIRECTV Agreement would expire, (iv) no such cash dividend or distribution may be paid in any fiscal year until after giving effect theretothe Borrower makes the prepayment required by subsection 2.8(e) in such fiscal year, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (Bv) the aggregate amount of such Restricted Payments would be less than the sum of cash dividends and distributions paid in any fiscal year shall not exceed an amount equal to (x) $50,000,000 in each fiscal Excess Cash Flow for the preceding year plus minus (y) up the amount of Excess Cash Flow for such preceding year required by subsection 2.8(e) to 100% be applied to the prepayment of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(cLoans, and (vi) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that immediately before and immediately after giving pro forma effect to any such redemption or repurchase and any transactions related theretopayment, (i) the Borrower shall be in compliance with all covenants contained in this Agreement; (f) the covenants set forth Borrower may reimburse all reasonable out-of-pocket expenses incurred by the Sponsor Group in Section 7.10their monitoring and oversight of the Borrower and its Subsidiaries; and (g) on one occasion after January 1, 2009, upon at least five (5) Business Days’ prior written notice to the Agent (and once received, the Agent agrees to make such notice available to the Lenders), Borrower may declare and pay a cash dividend or distribution to MVS Multivision and/or Sponsor to be used by MVS Multivision and/or Sponsor, so long as no payment Default or Event of Default shall have occurred and be continuing or would result therefrom, to purchase Stock and Stock Equivalents, warrants, rights or options to acquire such Stock or Stock Equivalents from the directors or senior management of the Borrower (“Management Shares”) in connection with the termination of their employment; provided that the amount of such cash dividend or distribution shall not exceed the lesser of (i) 10% of the sum of Consolidated EBITDA for the trailing twelve months ending as of the last day of the most recent fiscal quarter for which a Compliance Certificate has been delivered to Agent preceding the date of such dividend or distribution or (ii) 50% of the fair market value of all Management Shares then outstanding, determined in a manner reasonably acceptable to Agent (a “Special Management Repurchase Dividend”). To the extent that the Borrower shall have or its Subsidiaries are permitted to make any Restricted Payment pursuant to this Section 6.6, the same may be made as a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility loan or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable advance to the Lenders than recipient thereof and in such case the terms amount of such loan or advance shall, until repaid, prepaid, redeemed, acquired or otherwise returned, reduce the debt being refinancedamount of Restricted Payments that may be made by the Borrower and its Subsidiaries in respect thereof.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, in each case (except Section 8.06(a)) so long as no Default or Event of Default shall have occurred and be continuing at (both before and after the time making of any action described below or would result therefrom:such Restricted Payment): (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares in connection with customary employee or management agreements, plans or arrangements; (d) the proceeds received from Borrower shall be permitted to make Restricted Payments in the substantially concurrent issue form of new cash dividends to the shareholders of the Borrower in an aggregate amount in any fiscal year not to exceed $10,000,000; provided that, any amount of cash dividends permitted to be paid by this clause (d) but not paid in respect of any fiscal year commencing on or after October 1, 2006, may be carried forward and paid in any subsequent fiscal year; and (e) the Borrower and each Subsidiary shall be permitted to make other Restricted Payments in the form of cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common Equity Interests; (d) Interests on an unlimited basis if at the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount time of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as making such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may Consolidated Leverage Ratio (A) redeem or purchase the Convertible Notes, in whole or in part, at calculated on a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma basis giving effect to such redemption or repurchase Restricted Payment and any transactions related theretoIndebtedness incurred in connection therewith and any other relevant factor, (iall in accordance with Sections 1.04(c) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (iid), as applicable) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer is not greater than the debt being refinanced and having subordination terms not materially less favorable 2.50 to the Lenders than the terms of the debt being refinanced1.00.

Restricted Payments. Declare The Company will not, and will not permit any of its Subsidiaries to, declare or make, directly or indirectly, make any Restricted Payment, except that the Company may: (i) provided that no Default has occurred and is continuing, purchase shares of any class of Capital Stock, or incur options to purchase such shares, of the Company from employees or former employees of the Company or its Subsidiaries in amounts not to exceed $500,000 in any obligation fiscal year and $1,000,000 in the aggregate after the Effective Date; (contingent ii) make additional Restricted Payments constituting the purchase, redemption, retirement or otherwiseother acquisition of shares of any class of Capital Stock of the Company (such Restricted Payments, "STOCK REPURCHASES"), subject to the satisfaction of each of the following conditions on the date of such Stock Repurchase and after giving effect thereto: (a) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (continuing; and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary the ratio of Senior Debt on the last day of the Borrower may most recently completed fiscal quarter of the Company to EBITDA for the four fiscal quarters then ended on a PRO FORMA basis, after giving effect to any purchase, redemption or retirement of any Subordinated Indebtedness consummated on or prior to the date thereof and to any borrowings to finance the same and the Stock Repurchases is less than or equal to 2.0 to 1. (iii) declare and make dividend payments or other distributions payable solely on any shares of any class of Capital Stock of the Company in an amount for all classes of such Capital Stock not to exceed $30,000,000 in the common stock or other common Equity Interests aggregate for any fiscal year through 2006 and $50,000,000 in the aggregate for any fiscal year from 2007 and thereafter; and (iv) in addition to the dividend payments permitted by Section 9.15(iii), during the three-month period following each fiscal quarter ending on a fiscal quarter-end date on which the Consolidated Leverage Ratio for each of such Person; fiscal quarter and the immediately preceding fiscal quarter is less than or equal to 4.0 to 1, declare and make dividend payments on shares of any class of Capital Stock of the Company in an aggregate amount for all classes of such Capital Stock not to exceed (cx) the Borrower sum of 50% of the net income on a consolidated basis for the Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; Subsidiaries for such fiscal quarter PLUS (dy) the Borrower may make Restricted Payments so long as excess of (1I) the Material Debt Documents then outstanding would permit amount set forth in clause (x) for all previous such Restricted Payment, and fiscal quarters OVER (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (BII) the aggregate amount of such Restricted Payments would dividend payments actually made by the Company pursuant to this paragraph (iv). Nothing herein shall be less than deemed to prohibit the sum payment of (x) $50,000,000 in each fiscal year plus (y) up to 100% dividends by any Subsidiary of the Net Cash Proceeds from Company to the sale Company or issuance by the Borrower of to any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% other Subsidiary of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedCompany.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur permit any obligation (contingent or otherwise) Restricted Subsidiary to do soany of the foregoing, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and holders of its Equity Interests, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Parent Borrower and each Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests issued by it (i) with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsInterests or (ii) upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (d) to the extent constituting a Restricted Payment, the Parent Borrower and its Restricted Subsidiaries may enter into and consummate transactions otherwise expressly permitted under this Agreement; (e) the Parent Borrower may declare and make dividend payments in accordance with its historical dividend policy in an aggregate amount not to exceed $50,000,000 in any Fiscal Year; (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the in an aggregate amount of such Restricted Payments would be less than the sum of (x) not to exceed $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateFiscal Year; and (eg) so long as such the Parent Borrower and any Restricted Payment would be Subsidiary may make additional Restricted Payments not otherwise permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to this Section 7.06(d)9.12; providedprovided that, that immediately before and immediately after giving pro forma effect to the making of any such redemption or repurchase Restricted Payment and any transactions related thereto, Debt incurred in connection therewith (i) the Borrower no Default or Event of Default shall have occurred and be in compliance with the covenants set forth in Section 7.10, continuing or would result therefrom and (ii) the Borrower Consolidated Net Leverage Ratio is not greater than 3.50 to 1.00 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); provided, however, that this Section 9.12(g) shall have a minimum of $75,000,000 not prohibit the payment of any combination of such cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable dividends to the Lenders than the terms shareholders of the debt being refinancedParent Borrower within 60 days after the date of declaration thereof, if as of the date of declaration such payment would have been permitted under this Section 9.12(g).

Restricted Payments. Declare Declare, order, pay, make or makeset apart any sum, directly or indirectly, for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatPayment except, so long as no Event of Default shall have or Default has occurred and be is continuing at the time of any action described below or would result therefrom: (a) each so long as (i) the Borrower shall have delivered to the Lender pursuant to subsection 5.1 the financial statements of the Borrower and its Subsidiaries in respect of the fiscal quarter ended Marc▇ ▇▇, ▇▇▇▇, (▇▇) ▇▇ Default or Event of Default shall have occurred and be continuing at such time and (iii) the Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the most recently ended calendar quarter is less than 4.50:1.00, the Borrower may pay in cash annual dividends owed to the holders of the Cumulative Preferred Stock in accordance with the terms and conditions of the Certificate of Designation applicable thereto; (b) Restricted Payments with any proceeds from the issuance of equity Securities permitted by subsection 6.7(d), which proceeds are not required to be prepaid pursuant to subsection 2.6(a); (c) payments under time brokerage agreements and LMA Agreements; PROVIDED such payments are made in the ordinary course of business and such agreements are no less favorable to the Borrower or any Subsidiary, as the case may be, than those that would otherwise be obtained in an arms-length transaction; (d) any Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and or any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Guarantor; (be) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely any additional redemption in the common stock or other common Equity Interests of such Personan amount not to exceed $100,000; (ci) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or Exchange Debentures issued as interest on other common Equity Interests Exchange Debentures in accordance with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, Exchange Debenture Indenture and (2ii) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount Exchangeable Preferred Stock issued as a dividend on other Exchangeable Preferred Stock in accordance with its Certificate of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateDesignation; and (eg) so long as such Restricted Payment would no Default or Event of Default shall have occurred and be permitted under continuing, cash dividends to the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% holders of the principal amount of the Convertible Notes to be redeemedCumulative Preferred Stock due on December 31, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase 1999 and any transactions related thereto, (i) the Borrower shall be thereafter in compliance accordance with the covenants set forth in Section 7.10, terms and (ii) the Borrower shall have a minimum conditions of $75,000,000 its Certificate of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedDesignations.

Restricted Payments. Declare Neither the Borrower nor any Subsidiary will declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment except: (a) the Borrower may make Permitted Tax Distributions to Holdings; (b) the Borrower may make payments to Holdings to fund dividends on Holdings’ common stock or repurchase Holdings’ common stock, in an aggregate amount for all such dividends or incur repurchases under this clause (b) in any obligation year not to exceed the product of (contingent x) 2.5%, (y) the average price of Holdings’ common stock over the immediately prior calendar year preceding such dividend payment or otherwiserepurchase date (adjusted appropriately to reflect subsequent stock splits, subdivisions and reclassifications) to do soand (z) the number of shares outstanding of Holdings’ common stock on the last Business Day of such immediately prior calendar year, except that, so long as provided that no Default shall have occurred and be continuing at the time of any action described below or would as a result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchaseredeem, redeem repurchase or otherwise acquire shares of or retire its common stock or other common Equity Interests from current or former officers, managers, directors, employees or consultants (or their respective estates or immediate family members) of Holdings or any Subsidiary in an aggregate amount not to exceed $5,000,000 per annum when combined with any investments in the proceeds received from the substantially concurrent issue Equity Interests of new shares of its common stock or other common Equity InterestsHoldings permitted by Section 6.04(g); provided that no Default shall have occurred and be continuing as a result therefrom; (d) the Borrower may make Restricted Payments on or prior to the Effective Date to consummate the Effective Date Transactions; (e) the Borrower and each Restricted Subsidiary may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; (f) each Restricted Subsidiary may make Restricted Payments payable, on a pro rata basis or on a basis more favorable to the Borrower, to all holders of any class of Equity Interests of such Restricted Subsidiary at least 50% of which is held, directly or indirectly through other Restricted Subsidiaries, by the Borrower; (g) so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, no Event of Default shall have occurred and (2) if, be continuing immediately before or after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 Borrower may make other payments or (B) the distributions not otherwise permitted under this Section 6.07 in an aggregate amount of amount, for all such Restricted Payments would be less than made pursuant to this clause (i) after the Restatement Effective Date, not to exceed the sum of (x) $50,000,000 in each fiscal year 100,000,000 plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may sum of (A) redeem or purchase if positive, the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or Available Net Income Basket Amount plus (B) refinance if positive, the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedAvailable Equity Basket Amount.

Restricted Payments. Declare The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefrom: (ai) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the additional shares of its common stock or other common Equity Interests of such Person; stock, (cii) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common and retire Equity Interests with the proceeds received for aggregate consideration not exceeding, from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and after July 25, 2011, $5,000,000, (diii) the Borrower may make Restricted Payments purchase, redeem and retire any Equity Interests using proceeds realized from the sale of additional shares of the common stock of Borrower, (iv) Subsidiaries of Borrower may declare and pay dividends ratably with respect to their Equity Interests, (v) the Borrower may pay preferred dividends in cash up to a maximum aggregate amount of $90,000 per annum, (vi) so long as no Event of Default has occurred which has not been cured or waived, or would reasonably be expected to result from such payment (1on a pro forma basis), the Borrower may pay preferred dividends in cash in excess of $90,000 per annum if, after giving effect thereto, the Fixed Charge Coverage Ratio is equal to or greater than 1.50 to 1.00, (vii) so long as no Event of Default has occurred which has not been cured or waived, or would reasonably be expected to result from such payment (on a pro forma basis), the Material Borrower may make payments in cash of accrued interest on Subordinated Debt Documents then outstanding would permit such Restricted Payment, and (2a) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Fixed Charge Coverage Ratio would be less is equal to or greater than 2.00:1.00 1.50 to 1.00 or (Bb) if such cash payments are paid from the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% proceeds of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its new Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(cInterests and (viii) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem make payments of accrued interest on Subordinated Debt paid in kind or purchase otherwise by capitalizing the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedsame.

Restricted Payments. Declare or makeMake, 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary Consolidated Party may make Restricted Payments (directly or indirectly) to the Borrower and to wholly-owned Subsidiaries (and, in the case of any other Consolidated Party that is a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (b) each Subsidiary of the Borrower may declare and make ratable dividend payments or other distributions payable solely in to holders of the common stock or other common Equity Interests Capital Stock of such Person;. (c) so long as no Default or Event of Default has occurred and is continuing or would arise immediately after giving effect thereof, the Borrower may: (i) declare and pay scheduled dividend payments on the Permitted Preferred Stock and the Other Permitted Equity; (ii) (A) make payments pursuant to stock option plans or other stock related benefit plans (1) approved by the Board of Directors of the Borrower and each Subsidiary may purchase(2) in the ordinary course of business made to directors, redeem officers and employees of the Borrower to repurchase Capital Stock of the Borrower held by such Persons in case of resignation, the cessation or otherwise acquire shares employment or retirement of its common stock such Person (by death, disability or other common Equity Interests otherwise); and (B) purchase or repurchase Capital Stock of the Borrower with the proceeds received by it from the substantially concurrent issue exercise of new shares rights under such plans by directors, officers and employees; and (iii) refinance Permitted Preferred Stock or Other Permitted Equity with the proceeds of its common stock or other common Equity Interests;Other Permitted Equity; and (d) so long as no Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, the Borrower may make other Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit Payments; provided that immediately after giving effect to any such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% on a Pro Forma Basis as of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts most recent fiscal quarter end with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related theretowhich the Administrative Agent has received the Required Financial Information, (i) the Borrower shall Loan Parties would be in compliance with the financial covenants set forth in Section 7.10Sections 8.11(a) and (b), and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms Consolidated Senior Secured Leverage Ratio would not materially less favorable to the Lenders than the terms of the debt being refinancedexceed 2.00:1.00.

Restricted Payments. Declare The Company will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur dividend on any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time class of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital its stock or other Equity Interests of such Subsidiary equity interests, or make any payment on account of, or set apart assets for a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments sinking or other distributions payable solely in analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or other common Equity Interests equity interests or Indebtedness subordinated to the obligations of the Issuers under the Notes or any options, warrants, or other rights to purchase such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the proceeds received from the substantially concurrent issue Company solely in shares of new shares any class of its common stock or other common Equity Interests; stock, (dii) Restricted Payments made by any Subsidiary to any Obligor, (iii) the Borrower may make 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 (1x) the Material Debt Documents then outstanding no Default or Event of Default has occurred and is continuing or would permit such Restricted Payment, result therefrom and (2y) if, after giving effect thereto, either (A) to the payment thereof on a pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingbasis, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase Company and any transactions related thereto, (i) the Borrower shall its Subsidiaries would be in compliance with the financial covenants set forth in Section 7.10, paragraphs 6A and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms 6B measured as of the debt being refinancedlast day of the most recently ended fiscal quarter for which financial statements are required to have been delivered hereunder.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower and to wholly-owned Subsidiaries (and, in provided that if the case of a Subsidiary making such Restricted Payment by is a non-wholly-owned Loan Party, then the Subsidiary to which such Restricted Payment is made shall also be a Loan Party) and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and any Subsidiary and to each other owner type of capital stock or other Equity Interests Interest in respect of which such Subsidiary on a pro rata basis based on their relative ownership interests)Restricted Payment is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower and each Subsidiary may make Restricted Payments so long as made to shareholders of any Person (1other than an Affiliate of the Borrower) acquired by merger pursuant to an acquisition permitted under this Agreement; (e) the Material Debt Documents then outstanding would permit such Borrower and each Subsidiary may make Restricted PaymentPayments not otherwise permitted under this Section 7.06 (other than Restricted Payments consisting of divisions, and (2) if, after giving effect thereto, either (A) lines of business or the pro forma stock of Subsidiaries); provided that on a Pro Forma Basis the Borrower’s Consolidated Senior Net Leverage Ratio would shall be less than 2.00:1.00 or 3.50:1.00 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01; (Bf) the Borrower and each Subsidiary may make other Restricted Payments not otherwise permitted under this Section 7.06 not exceeding $75,000,000 in the aggregate per fiscal year of the Borrower; (g) the Borrower and each Subsidiary may make other Restricted Payments not otherwise permitted under this Section 7.06; provided that, at the time each such Restricted Payment is made in reliance on this clause (g), the aggregate amount of such Restricted Payments would be less than Payment does not exceed the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andAvailable Amount at such time; (eh) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, make cash payments in whole or in part, at a redemption or purchase price not to exceed 100% lieu of the principal amount issuance of fractional shares in connection with the Convertible Notes to be redeemedexercise of warrants, together with accrued or unpaid interest thereon with any premium options or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption securities convertible into or repurchase and any transactions related thereto, exchangeable for Equity Interests in the Borrower; (i) the Borrower shall be may make Restricted Payments pursuant to and in compliance accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the covenants set forth Borrower and its Subsidiaries that are approved in Section 7.10, and good faith by the board of directors of the Borrower; (iij) the Borrower shall have may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a minimum portion of $75,000,000 the exercise price of such options; (k) subject to Section 7.14, the Borrower or any combination of cash on hand its Subsidiaries may make Restricted Payments contemplated by the Separation; and (l) the Borrower and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced any of its Subsidiaries may make payments of amounts due and having subordination terms not materially less favorable payable pursuant to the Lenders than Tax Matters Agreement between Ashland Global and Valvoline entered into in connection with the terms of the debt being refinancedSeparation.

Restricted Payments. Declare The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its Capital Stock, 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 shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such Capital Stock or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment, or incur any obligation (contingent or otherwise) to do so”), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: for (a) each Subsidiary may make dividends payable by the Borrower solely in shares of any class of its common stock, (b) Restricted Payments made by any Subsidiary to the Borrower and or to wholly-owned Subsidiaries (andanother Subsidiary Loan Party, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) repayment in full by the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares the Dent-A-Med Entities of its common stock or other common Equity Interests any existing subordinated Indebtedness of the Dent-A-Med Entities on the Effective Date in connection with the proceeds received from Borrower’s acquisition of the substantially concurrent issue of new shares of its common stock or other common Equity Interests; Dent-A-Med Entities and (v) and (d) other Restricted Payments made by the Borrower may make Restricted Payments in cash so long as (1x) the Material Debt Documents then outstanding no Default or Event of Default has occurred and is continuing or would permit such Restricted Payment, result therefrom and (2y) if, after giving effect thereto, either (A) to the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingpayment thereof on a Pro Forma Basis, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall its Subsidiaries would be in compliance with the financial covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms Article VI measured as of the debt being refinancedlast day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder.

Restricted Payments. Declare 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 no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) the Borrower may make Restricted Payments so long as (1i) declare or pay cash dividends to its stockholders once each fiscal month to the Material Debt Documents then outstanding extent (y) no Default or Event of Default has occurred or would permit such Restricted Payment, and (2) if, occur after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of to such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus dividend; and (z) 50% after giving effect to the declaration and payment of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingdividend, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be is in compliance with the financial covenants set forth in Section 7.107.11, as computed for the most recent fiscal quarter for which financial statements have been (and are required to be) delivered hereunder; and (ii) the Borrower shall have may purchase or redeem a minimum portion of $75,000,000 of its capital stock or other equity interests or any combination of cash on hand warrants, options or other rights in respect thereof, if and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable solely to the Lenders than extent: (y) no Default or Event of Default has occurred or would occur after giving effect to such purchase or redemption; and (z) after giving effect to the terms declaration and payment of such purchase or redemption, the debt being refinancedBorrower is in compliance with the financial covenants set forth in Section 7.11, as computed for the most recent fiscal quarter for which financial statements have been (and are required to be) delivered hereunder.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare 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 be continuing at the time of any action described below or would result therefromPayment except: (a) each Subsidiary may make Restricted Payments to the Borrower so long as (i) no Default or Event of Default has occurred and to wholly-owned Subsidiaries is continuing or would result therefrom and (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary ii) Liquidity (determined on a pro rata forma basis based on their relative ownership interests)at the time of (and after giving effect to) such Restricted Payment) is not less than $300,000,000, Restricted Payments in an unlimited amount; (b) each any Restricted Subsidiary of the Borrower may declare and pay dividends or make dividend payments other Restricted Payments ratably to (i) its equity holders, (ii) the Borrower or other distributions payable solely in the common stock or other common Equity Interests of such Person(iii) any Guarantor; (c) the Borrower and each Subsidiary may purchase, make Restricted Payments to redeem in whole or otherwise acquire shares in part any of its common stock or other common Equity Interest (including Disqualified Equity Interests) for another class of its Equity Interests or rights to acquire its Equity Interests (other than, in each case, Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests); provided that the only consideration paid for any such redemption is Equity Interests of the Borrower or the proceeds received from the of any substantially concurrent issue equity contribution or issuance of new shares of its common stock or Equity Interest (other common than, in each case, Disqualified Equity Interests); (d) the Borrower may make Restricted Payments so long as made in connection with equity compensation that consist solely of the withholding of shares to any employee in an amount equal to the employee’s tax obligation on such compensation and the payment in cash to the applicable Governmental Authority of an amount equal to such tax obligation; provided that (1i) in the Material Debt Documents then outstanding would permit case of such Restricted PaymentPayments made prior to an IPO, and (2) if, after giving effect thereto, either the sum of (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or such Restricted Payments plus (B) the aggregate amount of all such Restricted Payments would be less than the sum of (x) $50,000,000 made in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash reliance on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.this clause

Restricted Payments. Declare or make, directly or indirectly, Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: Payment except: (a) each Borrower or any Subsidiary may declare and pay or make distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock); (b) any Subsidiary may declare and pay or make Restricted Payments to the any Loan Party, (ii) any Foreign Subsidiary may declare and pay or make Restricted Payments to any other Foreign Subsidiary or to Borrower or any Guarantor, (iii) any Immaterial Subsidiary may declare and pay or make Restricted Payments to wholly-owned Subsidiaries any other Immaterial Subsidiary, and (and, in the case of a iv) any Loan Party may declare and make Restricted Payment by a Payments to any Loan Party; (c) Borrower may make non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner cash repurchases or redemptions of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); in exchange for stock (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common than Disqualified Equity Interests; ) or stock options; (d) the Borrower Loan Parties and the Restricted Subsidiaries may make Restricted Payments not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with equity option plans, equity award plans, or other benefit plans for management or employees of the Loan Parties and their Restricted Subsidiaries (including non-cash repurchases of Equity Interests deemed to occur upon the exercise of equity awards if such Equity Interests represent a portion of the purchase price therefor); and (e) Borrower or any Subsidiary may make other Restricted Payments: (i) so long as no Event of Default shall exist or result from the making of such Restricted Payment, in an amount not exceeding the greater of (1) $10,000,000 and (2) 2.0% of Consolidated Total Assets as of the last day of the most recently-ended test period; and (ii) so long as (1A) no Event of Default shall exist or result from the Material Debt Documents then outstanding would permit making of such Restricted Payment, (B) as of the most recently ended test period for which financial statements shall have been delivered, calculated on a pro forma basis as if such Restricted Payment had been made on the first day of the relevant testing period, neither of the Total Net Leverage Ratio and (2) ifSecured Net Leverage Ratio, immediately before and after giving effect theretoto such Restricted Payment, either (A) exceed an amount that is 0.50:1.00 below the pro forma Consolidated Senior Total Net Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of and Secured Net Leverage Ratio required at such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments time under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.106.8, and (iiC) the Borrower shall have a minimum of Liquidity is not less than $75,000,000 of before and after giving effect to any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.such Restricted Payment. 85

Restricted Payments. Declare Neither the Borrower nor any Guarantor will, or will permit any of their respective Subsidiaries to, declare 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 or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, i) to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, and (ii) each Subsidiary and may, without limitation, make Restricted Payments to each the Borrower or any other owner of capital stock or other Subsidiary whose outstanding Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)are 100% owned, directly or indirectly, by the Borrower; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;; and (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make and declare (i) regularly scheduled, board approved, dividend payments in amounts up to (A) $75,000,000 during its fiscal year ended June 28, 2017 and (B) $82,500,000 during its fiscal year ended June 27, 2018 and during each fiscal year thereafter; (ii) additional Restricted Payments in an amount of up to $125,000,000 during each fiscal year; (iii) additional Restricted Payments in an aggregate amount of up to $250,000,000 during the term of this Agreement; and (iv) any Restricted Payments in unlimited amounts, so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either to the Restricted Payments (Aand any related Borrowing or other incurrence of Debt) the Debt to Cash Flow Ratio is equal to or less than 3.75 to 1.00 on a pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% basis as of the Net Cash Proceeds from last fiscal quarter for which financial statements have been delivered to the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, Administrative Agent in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance accordance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedhereof.

Restricted Payments. Declare Holdings shall not, nor shall it permit any Subsidiary to, declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payment except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary of the Borrower may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that is a Guarantor and any other Person that owns a direct Equity Security in such Subsidiary, rateably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Security in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) Holdings and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Securities of such Person; (c) the Borrower and each Subsidiary Holdings may purchase, distribute rights pursuant to any existing shareholder rights plan or redeem or otherwise acquire shares of its common stock or other common Equity Interests such rights in accordance with the proceeds received from the substantially concurrent issue terms of new shares of its common stock or other common Equity Interestsany such existing shareholder rights plan; (d) the Borrower may make Restricted Payments so long as to Holdings to pay general corporate and overhead expenses and other administrative expenses of Holdings and to make customary indemnification payments to officers and directors of Holdings in an aggregate amount for this clause (1d) not to exceed $5,000,000 for each fiscal year of Holdings; (e) the Material Debt Documents then outstanding would permit such Restricted PaymentBorrower may make (i) any mandatory or scheduled payment on the First Lien Notes, Subscription Receipts, Senior Secured Notes or other Subordinated Indebtedness, and (2ii) if, after giving effect thereto, either any optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 Borrower or any Subsidiary that is otherwise permitted hereunder, (B) the Senior Secured Notes and (C) the First Lien Notes; provided that in the case of this clause (ii) after giving effect thereto the Payment Conditions are satisfied; (f) the Loan Parties may make any payment constituting an Early Retirement of Indebtedness as a result of a refinancing, refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Section 5.1; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) to enable Holdings (or its Parent) to redeem or repurchase Equity Securities from officers, directors, employees or consultants of Holdings or its Subsidiaries, upon termination of employment or service, in connection with the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, or in connection with the death or disability of such officers, directors, employees or consultants; provided that in all such cases the aggregate amount paid in respect of all such Restricted Payments would be less than shares so redeemed or repurchased does not exceed $2,500,000 in the sum of aggregate in any fiscal year; (xii) $50,000,000 in each fiscal year plus (y) up to 100% that consist of the Net Cash Proceeds cancellation of Indebtedness owing to a Loan Party from officers, directors, employees or consultants of Holdings or its Subsidiaries in connection with any repurchase of Equity Securities; and (iii) arising from repurchases of Equity Securities deemed to occur upon the sale or issuance by the Borrower exercise of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% stock options if such stock represents a portion of the Consolidated Net Income since the Restatement Closing Date; andexercise price thereof; (ei) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower Holdings may (A) redeem or purchase the make regularly scheduled payments of interest in respect of any Permitted Convertible NotesIndebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in whole or the case of each of (A) and (B), other than cash payments in partlieu of fractional shares upon conversion, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that both immediately prior and after giving pro forma effect to any such redemption or repurchase and any transactions related theretopayment, (ix) no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) the Borrower shall be in compliance with the covenants set forth in Section 7.10Payment Conditions are satisfied), and (ii) the Borrower shall have may distribute to Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the foregoing clause (i); (i) Restricted Payments that constitute, or are part of, the Skate Acquisition, including pursuant to any rights offering that is made in connection with such transaction and/or a minimum redemption of $75,000,000 of such rights; (j) any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms release of the debt being refinancedproceeds thereof and retirement of the Subscription Receipts in accordance with their terms, or any exchange of Subscription Receipts for First Lien Notes; and (k) other Restricted Payments during the term of this Agreement in an aggregate amount not to exceed $10,000,000 plus, so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis the Payment Conditions are satisfied, the Additional Available Amount on the date such Restricted Payment is made.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of their Property to do sotheir respective Equity Interest holders, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments pay dividends or other distributions with respect to its Equity Interests payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire additional shares of its common stock or other common Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries may declare and pay dividends or distributions ratably with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common respect to their Equity Interests; , (diii) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit both before and immediately after giving effect to such Restricted Payment, (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused Commitments of not less than 15% of the total Commitments then in effect and (2C) ifthe ratio of Total Debt as of such time (including the effect of any Borrowings or other Debt used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available is equal to or less than 4.00 to 1.00, the Borrower may declare and pay cash dividends to its Equity Interest holders of Available Cash in accordance with the Partnership Agreement; provided that such distributions shall not exceed 90% of the aggregate amount of Available Cash in any 12 consecutive month period, (iv) if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, either the repurchase or other acquisition of equity securities, limited partnership interest or units of the Borrower not to exceed $2,500,000 in the aggregate since the Eighth Amendment Effective Date, from employees, former employees, directors or former directors of the Borrower or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the general partner of the Borrower under which such equity securities, limited partnership interest or units were granted, issued or sold and (v) the Borrower may redeem, repurchase or otherwise acquire preferred equity securities, preferred limited partnership interests or preferred units of the Borrower from the holders thereof: (1) with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower or in exchange solely for Equity Interests (other than Disqualified Capital Stock) of the Borrower or (2) so long as both before and immediately after giving effect to such redemption, repurchase or acquisition, (A) the pro forma Consolidated Senior Leverage Ratio no Default or Event of Default has occurred and is continuing or would be less than 2.00:1.00 or result therefrom, (B) the aggregate amount Borrower has unused Commitments of such Restricted Payments would be not less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 10015% of the Net Cash Proceeds from total Commitments then in effect and (C) the sale or issuance by ratio of Total Debt as of such time to EBITDA for the Borrower of any of its Equity Interest since four fiscal quarters ending on the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% last day of the Consolidated Net Income since fiscal quarter immediately preceding the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem date of determination for which financial statements are available is equal to or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not less than 4.00 to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced1.00.

Restricted Payments. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soso unless at the time of and after giving effect thereto on a Pro Forma Basis, except that(i) the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 1.75x and (ii) no Default has occurred and is continuing. (b) Notwithstanding the foregoing (and provided that in the case of clauses (iv), so long as (vi), (viii) and (xi), no Default shall have occurred and be continuing at the time of any action described below in such clause or would result therefrom:): (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (andor any other Loan Party, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each any Subsidiary of the Borrower that is not a Guarantor may make Restricted Payments to any other Subsidiary of the Borrower that is not a Guarantor and (c) any non wholly-owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or any other Subsidiary and to any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants) of such Person; (ciii) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (div) the Borrower may make Restricted Payments so long any delivery or payment in connection with, or as part of, the termination or settlement of a Warrant Transaction; (1v) the Material Debt Documents then outstanding would permit such Restricted PaymentBorrower, Acquisition Sub and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of LifeCell may (x) $50,000,000 in each fiscal year plus pay the cash consideration required to consummate the Merger and (y) up make cash payments in respect of dissenter’s rights pursuant to 100% the laws of the Net Cash Proceeds from the sale or issuance by State of Delaware; (vi) the Borrower may (x) pay interest on, (y) deliver its common stock upon conversion of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus and (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as the Liquidity Measure, determined both before and immediately after giving effect to such Restricted Payment would be permitted under payment, is not less than $150,000,000, make cash payments in respect of the Material Debt Documents then outstandingconversion or mandatory repurchase or redemption of the Convertible Senior Notes, in each case in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof; (vii) the Borrower may (A) redeem make a mandatory repurchase or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Senior Notes to be redeemedin accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof with the proceeds of a substantially simultaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (viii) the repurchase of issued and outstanding Equity Interests of the Borrower if, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect at the time of and after giving effect thereto to be paid on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.06(d)6.01 does not exceed 1.75x; provided, that if the Consolidated Leverage Ratio, determined after giving pro forma effect to thereto on a Pro Forma Basis, would exceed 1.75x (for purposes of this clause (viii), such redemption or repurchase and any transactions related theretoevent, (i) an “Excess Leverage Ratio Event”), the Borrower shall be permitted, so long as the Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, to repurchase its Equity Interests in an aggregate purchase price amount for all such repurchases from and after the occurrence of such Excess Leverage Ratio Event not to exceed $100,000,000 until such time as the Leverage Ratio has been restored to less than or equal to 1.75x; (iiix) the Borrower shall have may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a minimum portion of the exercise price of such options or warrants; (x) the Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other employee or director incentive plan, in an aggregate amount not to exceed $75,000,000 5,000,000 in any fiscal year; and (xi) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by one of any combination the foregoing clauses (i) through (x) of cash this paragraph (b) to the extent that the aggregate amount of all such Restricted Payments permitted by clauses (iv) above and this clause (xi) does not exceed (A) in the case of Restricted Payments made after the Closing Date and on hand or before December 31, 2008, $25,000,000 and availability under a revolving credit facility or (B) refinance in the Convertible Notescase of Restricted Payments made thereafter, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to Available Amount at the Lenders than the terms time of the debt being refinancedsuch Restricted Payment.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned wholly‑owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned non‑wholly‑owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding outstanding, if any, would permit such Restricted Payment, (2) after giving pro forma effect to such Restricted Payments, the Borrower and its Subsidiaries shall have at least $50,000,000 of available Liquidity and (23) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Secured Leverage Ratio would be less than 2.00:1.00 or (B) both (I) the aggregate amount of such Restricted Payments made pursuant to this subclause (3)(B) would be less than the sum of (xw) $50,000,000 150,000,000 in each fiscal year the aggregate since the Restatement Closing Date plus (yx) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest Interests since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (zy) if positive, 50% of the Consolidated Net Income since the Restatement Closing Date; and First Amendment Effective Date and (eII) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to any such redemption or repurchase and any transactions related theretoRestricted Payments made pursuant to this subclause (3)(B), the pro forma Consolidated Leverage Ratio would not exceed 4.00:1.00; (ie) [reserved]; and (f) the Borrower shall be in compliance with the covenants set forth in and its Subsidiaries may incur Indebtedness pursuant to Section 7.10, and 7.02(c) (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedincluding refinancings thereof).

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to Holdings, the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) Holdings, the Borrower and each Subsidiary of the Borrower may declare and make non-cash dividend payments or other non-cash distributions or payments payable solely in the common stock or other common Equity Interests of such Person; (c) Holdings, the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower may make Restricted Payments so long as (1) no Default shall have occurred and be continuing at the Material Debt Documents then outstanding time of any action described below or would permit such Restricted Paymentresult therefrom, and (2) ifHoldings, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower and each Subsidiary may make payments in respect of any of its Equity Interest since the Restatement Closing Date not used an intercompany Indebtedness permitted pursuant to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and7.03(h); (e) so long as such Restricted Payment no Default shall have occurred and be continuing at the time of any action described below or would be permitted result therefrom, Holdings or the Borrower may make payments under the Material Debt Documents then outstandingMakerBot Earnout; (f) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, Holdings, the Borrower and each Subsidiary may make Restricted Payments (Aincluding repurchases of Equity Interests) redeem in connection with a compensation plan provided to employees, officers, directors or purchase other service providers; (g) so long as no Default shall have occurred and be continuing at the Convertible Notestime of any action described below or would result therefrom, Holdings or the Borrower may make earnout payments or other deferred payment obligations in connection with Permitted Acquisitions or Investments measured or contingent in whole or in partpart by events or performance occurring after such Acquisition or Investment; and (h) so long as (x) after giving pro forma effect thereto, the Consolidated Leverage Ratio shall be less than 2.25 to 1.00 and (y) no Default shall have occurred and be continuing at a redemption the time of any action described below or purchase price would result therefrom, Holdings may make other Restricted Payments not otherwise described in this Section 7.06 to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued any Person that owns an Equity Interest or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)capital stock in Holdings; provided, however, that from the Closing Date through March 31, 2017, no Restricted Payments shall be made pursuant to this clause (h) unless at the time of making such Restricted Payment and after giving pro forma effect to the making of such redemption or repurchase and any transactions related thereto, Restricted Payment (i) the Borrower Holdings shall be in compliance with the financial covenants set forth contained in Section 7.10, 7.11(a) and (c) below and (ii) the Borrower Loan Parties shall have a minimum unrestricted cash and Investments of not less than $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or 300,000,000.” (Bi) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms Section 7.11(c) of the debt being refinanced.Credit Agreement is hereby amended in its entirety to read as follows:

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, that so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary (provided that the aggregate amount of such payments to wholly-owned Subsidiaries (andPersons other than Loan Parties shall not exceed $5,000,000 per fiscal year), ratably according to their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each Subsidiary of the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) the Borrower and the Restricted Subsidiaries may make Restricted Payments so long provided that Borrower delivers to the Administrative Agent, on or before the date on which each such Restricted Payment is to be made (or, in the case of dividends of the Borrower, declared), a certificate of a Responsible Officer of the Borrower, in form satisfactory to the Administrative Agent, certifying that no Default exists immediately before, or would result from, the making of such Restricted Payment on such date and attaching calculations: (i) demonstrating Excess Availability equal to or greater than the greater of (x) 20% of the Borrowing Base, or (y) $100,000,000, on the date that such Restricted Payment is made (or, in the case of dividends of the Borrower, declared), at all times during the six (6) month period preceding the making of such Restricted Payment calculated on a pro forma basis as if such Restricted Payment had been made at the beginning of such six-month period, and at all times on a projected basis during the six (16) month period following the Material Debt Documents then outstanding would permit making (or declaration, as applicable) of such Restricted Payment, and (ii) demonstrating that the Consolidated Fixed Charge Coverage Ratio, as of the most recent month-end for which the Required Financial Information has been delivered, is in an amount greater than 1.10 to 1.00, calculated on a pro forma basis as if such Restricted Payment had been made at the beginning of the twelve-month period for which the Consolidated Fixed Charge Coverage Ratio is calculated, and (2) if, after giving effect thereto, either provided further that (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or Borrower shall notify the Administrative Agent when any dividend is declared, (B) the aggregate amount of such Restricted Payments would Administrative Agent shall be less than entitled to reserve against the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% obligation of the Net Cash Proceeds from Borrower to pay such dividend, and (C) such dividend shall be paid within forty-five (45) days of declaration. Such calculations shall be reasonably detailed and shall be performed using methodologies reasonably acceptable to the sale or issuance Administrative Agent, and based, in the case of projections, on assumptions certified by a Responsible Officer of the Borrower as believed by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes good faith to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedreasonable.

Restricted Payments. Declare Neither the Borrower nor any Subsidiary will declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation Payment except: (contingent or otherwisea) the Borrower may make Permitted Tax Distributions to Holdings and other holders of Equity Interests in the Borrower; (b) the Borrower may make payments to Holdings (and other holders of Equity Interests of the Borrower on a pro-rata basis) to do sofund dividends on Holdings’ common stock in an annual amount per share (adjusted appropriately to reflect subsequent stock splits, except thatsubdivisions and reclassifications) equal to 1.5% of the per-share price to the public in the IPO, so long as provided that no Default shall have occurred and be continuing at the time of any action described below or would as a result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchaseredeem, redeem repurchase or otherwise acquire shares of or retire its common stock or other common Equity Interests from current or former officers, managers, directors, employees or consultants (or their respective estates or immediate family members) of Holdings or any Subsidiary in an aggregate amount not to exceed $5,000,000 per annum when combined with any investments in the proceeds received from the substantially concurrent issue Equity Interests of new shares of its common stock or other common Equity InterestsHoldings permitted by Section 6.04(g); provided that no Default shall have occurred and be continuing as a result therefrom; (d) the Borrower may make Restricted Payments so long as on or prior to the Effective Date to consummate the Transactions; (1e) the Material Debt Documents then outstanding would permit Borrower and each Restricted Subsidiary may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Restricted Payment, and Person; (2) if, after giving effect thereto, either (Af) the Borrower may make a one-time payment to Holdings or Parent in the amount of a required working capital-based adjustment made in the time period provided for in the Acquisition Documents; (g) each Restricted Subsidiary may make Restricted Payments payable, on a pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 rata basis or (B) on a basis more favorable to the aggregate amount Borrower, to all holders of any class of Equity Interests of such Restricted Subsidiary at least 50% of which is held, directly or indirectly through other Restricted Subsidiaries, by the Borrower; (h) the Borrower may make payments to Holdings and other holders of Equity Interests in the Borrower (but only to the extent necessary) to permit Holdings to make any required payments under the Tax Receivable Agreement in an aggregate amount, for all such Restricted Payments would be less than made pursuant to this clause (h) after the Effective Date, not to exceed the sum of (x) $50,000,000 in each fiscal year 30,000,000 plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated sum of (A) if positive, the Available Net Income since Basket Amount plus (B) if positive, the Restatement Closing DateAvailable Equity Basket Amount; and (ei) so long as such Restricted Payment would no Event of Default shall have occurred and be permitted under the Material Debt Documents then outstandingcontinuing immediately before or after giving effect thereto, the Borrower may make other payments or distributions not otherwise permitted under this Section 6.07 in an aggregate amount, for all such Restricted Payments made pursuant to this clause (i) after the Effective Date, not to exceed the sum of (x) $30,000,000 plus (y) 50% of the sum of (A) redeem or purchase if positive, the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or Available Net Income Basket Amount plus (B) refinance if positive, the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedAvailable Equity Basket Amount.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary may make Restricted Payments to the Borrower or any of its Restricted Subsidiaries may declare and to wholly-owned Subsidiaries pay or make Capital Distributions that are payable solely in additional shares of its common stock (andor warrants, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock options or other Equity Interests rights to acquire additional shares of such Subsidiary on a pro rata basis based on their relative ownership interestsits common stock); (bi) each any Restricted Subsidiary of the Borrower may declare and pay or make dividend payments Capital Distributions to any Domestic Credit Party, (ii) any Foreign Subsidiary of the Borrower may declare and pay or make Capital Distributions to any other distributions payable solely Foreign Subsidiary, any Special Subsidiary or any Domestic Credit Party and (iii) any Restricted Subsidiary may declare and pay or make Capital Distributions to (x) the Company and its Subsidiaries and (y) any other Person that owns an Equity Interest in such Restricted Subsidiary, in each case of clauses (x) and (y), ratably according to their respective holdings of the common stock or other common type of Equity Interests Interest in respect of which such Person;Restricted Payment is being made; and (c) the Borrower may declare and pay or make Restricted Payments in an aggregate amount not to exceed the greater of (x) $37,500,00031,875,000 and (y) 30% of Consolidated EBITDA for the most recently ended Testing Period for which financial statements have been delivered or were required to be delivered; (d) the Borrower may declare and pay or make additional Restricted Payments so long as, on a Pro Forma Basis after giving effect thereto, (i) no Event of Default shall have occurred or be continuing and (ii) immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to have been delivered pursuant to Section 6.01, the Total Net Leverage Ratio does not exceed 3.40 to 1.00; (e) the Borrower may declare and pay a regular dividend or distribution on the common stock or common Equity Interests of the Borrower not to exceed $0.0375 per share of common stock per fiscal quarter; (f) the Borrower may declare and pay or make additional Restricted Payments in an aggregate amount not to exceed the Available Amount so long as, on a Pro Forma Basis after giving effect thereto, (i) no Event of Default shall have occurred or be continuing and (ii) immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to have been delivered pursuant to Section 6.01, the Total Net Leverage Ratio does not exceed 4.70 to 1.00; (g) the Borrower may declare or pay or make Restricted Payments as part of a Permitted Organizational Restructuring; (h) the Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Qualified Equity Interests;; and (di) the Borrower Company may make Restricted Payments so long as (1) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Material Debt Documents then outstanding would permit such Restricted PaymentCompany and its Subsidiaries. Notwithstanding the foregoing, and (2) if, after giving effect thereto, either (A) nothing in this Section 7.06 shall restrict the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus the refinancing or exchange of any Junior Debt for any other Junior Debt maturing no earlier, and not having a shorter Weighted Average Life to Maturity, than the Junior Debt being so refinanced or exchange, (y) up the conversion of Junior Debt to 100% common stock or preferred stock (other than Disqualified Equity Interests) of the Net Cash Proceeds from the sale Borrower or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% regularly scheduled payments or repayments of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material interest and principal of Junior Debt Documents then outstanding, the Borrower may (A) redeem at its stated maturity or any mandatory prepayments or offers to purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedthereof.

Restricted Payments. Declare or makepay any dividend (other than ------------------- dividends payable solely in common stock of the Person making such dividend) 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 Group Member, 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 Group Member (collectively, "Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments"), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each any Subsidiary may make Restricted Payments to the Borrower and or to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned another Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries may declare and make dividend payments Restricted Payments consistent with past practice, so long as such Restricted Payments do not exceed (i) $90,000,000 in any fiscal year after giving effect to shareholder reinvestment or other distributions payable solely (ii) $125,000,000, after giving effect to shareholder reinvestment, in any fiscal year upon the Borrower owning less than 80% of the common stock or other of Westar Industries; provided, however, that the Restricted Payments permitted under Section 6.5(b)(i) and 6.5(b)(ii) shall be increased by $3,500,000 for each $50,000,000 of common Equity Interests stock issued pursuant to a public offering of such Personthe Borrower's common stock; (c) Protection One may purchase its Capital Stock in accordance with its share repurchase programs in effect from time to time and in accordance with its contractual obligations as in existence on the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsClosing Date; (d) each of the Borrower and Protection One may purchase its Capital Stock pursuant to its employee benefit or incentive plans in accordance with past practice; (e) the Borrower may make Restricted Payments so long as to the extent required by the terms of the Mandatorily Redeemable Preferred Securities existing on the Closing Date; (1f) the Material Debt Documents then outstanding would permit such Restricted Payment, and Borrower may repurchase its Preferred Stock existing on the Closing Date in an aggregate amount not to exceed $26,000,000; (2) if, after giving effect thereto, either (Ag) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 Borrower may make distributions of part or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% all of the Net Cash Proceeds from the sale business of Protection One or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used Protection One Europe to make any Restricted Payments under Section 7.06(c) above plus (z) 50% holders of the Consolidated Net Income since the Restatement Closing DateBorrower's Capital Stock; and (eh) so long as such Westar Industries and its Subsidiaries may make Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedPayments.

Restricted Payments. Declare Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, ; provided that the following Restricted Payments shall be permitted so long as no Event of Default shall have has occurred and is continuing or could reasonably be continuing at the time of any action described below expected to occur or would result therefromfrom such Restricted Payment: (a) each Subsidiary may make Restricted Payments dividends with respect to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Borrower’s Equity Interests payable solely in shares of such Subsidiary on a pro rata basis based on their relative ownership interestsits Qualified Equity Interests (or the equivalent thereof); (b) each Subsidiary of the Borrower may declare and make dividend payments Borrower’s purchase, redemption, retirement, or other distributions payable solely in the common stock or other common Equity Interests acquisition of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the a substantially concurrent issue of new shares of its common stock or other common Qualified Equity Interests; (c) dividends paid by any Subsidiary to any Obligor; (d) any purchase, redemption, retirement or other acquisition of Equity Interests of the Borrower may make Restricted Payments so long as held by officers, directors and employees or former officers, directors or employees (1or their transferees, estates, or beneficiaries under their estates) of Borrower and its Subsidiaries not to exceed $2,500,000 (or the Material Debt Documents then outstanding would permit such Restricted Payment, Equivalent Amount in other currencies) in any fiscal year; (e) cashless exercises of options and warrants; (2f) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance cash payments made by the Borrower to redeem, purchase, repurchase or retire its obligations under warrants issued by it (in the nature of any cash payments in lieu of its Equity Interest since fractional shares) in accordance with the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Dateterms thereof; and (eg) so long as such no Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur after giving effect to the Restricted Payment would be permitted under the Material Debt Documents then outstandingPayment), the Borrower may (A) redeem or purchase the Convertible Notes, other Restricted Payments in whole or in part, at a redemption or purchase price an aggregate amount not to exceed 100% of $2,000,000 (or the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with Equivalent Amount in other currencies) in any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedfiscal year.

Restricted Payments. Declare or makeEach Loan Party will not, directly or indirectly, and will not permit any of its Subsidiaries to make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do so, except that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom:, (a) each Subsidiary Parent may make Restricted Payments distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the Borrower and to wholly-owned Subsidiaries (and, in the case foregoing) on account of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner redemptions of capital stock or other Equity Interests of Parent held by such Subsidiary on a pro rata basis based on their relative ownership interests);Persons, provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $250,000 in the aggregate, (b) each Subsidiary Parent may make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the Borrower may declare and make dividend payments or other distributions payable foregoing), solely in the common stock or other common form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Person;Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, and (c) the Borrower Parent may pay cash dividends in amounts legally available therefor; provided, that, (i) no Event of Default has occurred and each Subsidiary may purchaseis continuing or would result therefrom, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (dii) the Borrower may make Restricted Payments so long as aggregate amount of all such dividends shall not exceed $3,000,000 during any fiscal year, (1iii) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, Borrowers shall have Excess Availability of $10,000,000 or more immediately after giving effect thereto, either (Aiv) the Loan Parties shall be in pro forma Consolidated Senior Leverage compliance with each financial covenant in Section 7 of the Agreement for the test period most recently ended prior to the paying of any such dividend, determined as if such dividend was paid on the first day of such test period, and (v) the Fixed Charge Coverage Ratio would of Parent and its Subsidiaries for the twelve month period most recently ended prior to paying any such dividend, determined as if such dividend was paid on the first day of such period, shall not be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced1.0:1.0.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower Company and any Subsidiaries of the Company that are “Subsidiary Guarantors” under (and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)as defined in) the Revolving Credit Agreement and the Floorplan Credit Agreement; (b) each Subsidiary of the Borrower Company may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary any Loan Party may purchase, redeem or otherwise acquire shares make “net share settlements” of its common vested restricted stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interestsfor tax withholding; (d) [Reserved]; (e) [Reserved]; (f) the Borrower Company may declare and make cash dividends in an aggregate amount per fiscal quarter of up to $0.10 per share for each share of the Company’s Qualified Capital Stock outstanding as of the quarterly record date for dividends payable in respect of such fiscal quarter (as such amount shall be adjusted for changes in the capitalization of the Company upon recapitalizations, reclassifications, stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions), provided, however, in the event a Change of Control occurs (and without waiving any Default arising from such Change of Control, or any condition to the payment of cash dividends relating to such Default), the aggregate amounts (if any) permitted to be paid in cash dividends per fiscal quarter shall not exceed the aggregate amounts of such cash dividends paid in the same fiscal quarter most recently occurring prior to such Change of Control; provided further that for the purposes of this exception, shares of Qualified Capital Stock issued for less than fair market value (other than shares issued pursuant to options or otherwise in accordance with the Company’s stock option, employee stock purchase or other equity compensation plans) shall not be deemed outstanding; and (g) the Company may make additional Restricted Payments so long as (1including cash dividends not otherwise permitted by clause (f)), provided that the sum of (i) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than which are permitted solely by virtue of this Section 7.06(g) and which are declared or made on or after the sum date of (x) $50,000,000 in each fiscal year this Agreement plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall aggregate amount of Subordinated Indebtedness Prepayments and Additional Unsecured Indebtedness Prepayments that are made on or after the date of this Agreement, plus (iii) the aggregate amount of Investments (excluding (A) Loans and advances to the extent these have a minimum of $75,000,000 of any combination of cash on hand been repaid and availability under a revolving credit facility or (B) refinance items described in clause (c) of the Convertible Notesdefinition of “Investment”, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable provided that such items are related to the Lenders than sale, service, or storage of vehicles or other related services and products) that are made on or after the terms date of this Agreement, does not exceed the debt being refinancedBuilder Basket Amount.

Restricted Payments. Declare 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 that the following shall have occurred and be continuing at the time of any action described below or would result therefrompermitted: (a) each Subsidiary of the Borrower and each German Investment Property Owner may make Restricted Payments pro rata to the Borrower and to wholly-owned Subsidiaries (and, in the case holders of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other its Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Interests; (b) the REIT and each Subsidiary of the Borrower thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) (i) the Borrower REIT and each Subsidiary thereof may purchase, redeem or otherwise acquire shares of its common stock or other common 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 InterestsInterests and (ii) so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing or would result therefrom, the REIT may purchase, redeem or otherwise acquire Equity Interests issued by it pursuant to its regular share redemption program as described in its periodic filings with the SEC; (d) the Borrower may REIT shall be permitted to declare and pay pro rata dividends on its Equity Interests or make Restricted Payments so long as pro rata distributions with respect thereto in cash in an amount (1excluding the amount of any noncash dividends or distributions made by the REIT in connection with its dividend reinvestment program) for any fiscal year of the Material Debt Documents then outstanding would permit REIT equal to the greater of (i) 95% of Adjusted Funds From Operations for such Restricted Payment, fiscal year and (2ii) if, after giving effect thereto, either (A) such amount that will result in the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) REIT receiving the aggregate necessary amount of such Restricted Payments would funds required to be less than delivered to its equityholders in order for the sum of (x) $50,000,000 in each fiscal year plus (y) up REIT to 100% of maintain its status as a real estate investment trust under the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andCode; (e) so long as such Restricted Payment would the Borrower and the Operating Partnership shall each be permitted under to dividend or distribute to the Material Debt Documents then outstanding, holders of its Equity Interests such amounts as is necessary for the Borrower may (A) redeem REIT to receive the amount it is entitled to dividend or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid distribute pursuant to Section 7.06(d); (f) On or prior to May 13, 2011, the Borrower shall be permitted to dividend or distribute to the Operating Partnership in the aggregate for all dividends and distributions made in reliance on this clause (g), an amount equal to $534,368,916, and the Operating Partnership shall be permitted to utilize the proceeds thereof to make a contemporaneous dividend or distribution of like amount to the REIT, provided that such proceeds are used by the REIT contemporaneously to fund, in part, cash elections made by CPA®:14 shareholders under the Merger Agreement; (g) the Operating Partnership shall be permitted to (i) declare and pay dividends to the Special Membership Interest Holder with respect to the Special Membership Interests in an amount for any fiscal quarter of the REIT not to exceed the lesser of (x) 10% of available cash of the Consolidated Group for such fiscal quarter and (y) 0.50% of the Adjusted Appraised Value of the assets of the Consolidated Group as of the last day of such fiscal quarter and (ii) purchase, redeem or otherwise acquire all of the Special Membership Interests held by the Special Membership Interest Holder in connection with the replacement by the REIT of such Special Membership Interest Holder with another Eligible Special Membership Interest Holder; provided, that after giving pro forma effect the consents required pursuant to such redemption the definition of Eligible Special Membership Interest Holder have been obtained; and (h) any Loan Party or repurchase and any transactions related thereto, (i) the Borrower Subsidiary thereof shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability permitted to exercise rights under a revolving credit facility warrant received by such Loan Party or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having Subsidiary from a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedthird party.

Restricted Payments. Declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend) 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 Group Member, 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 Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) each any Subsidiary may make Restricted Payments to the Borrower, to any Wholly Owned Subsidiary of the Borrower or to any of the Operating Companies and (ii) any Operating Company may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, the other holders of its Capital Stock in the case respect of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests their proportionate ownership of such Subsidiary on a pro rata basis based on their relative ownership interests)Operating Company; (b) each Subsidiary so long as no Default under Section 8(a) and no Event of Default shall have occurred and be continuing or would result therefrom (including the requirement that the Borrower and the Operating Companies maintain cash and Cash Equivalents of at least $500,000), the Borrower may declare and make pay dividends to Holdings to permit Holdings to pay any required dividend payments or other distributions payable solely in respect of the common stock or other common Equity Interests of such PersonSeller Preferred Equity; (c) so long as no Default under Section 8(a) and no Event of Default shall have occurred and be continuing or would result therefrom (including the requirement that the Borrower and each Subsidiary may purchasethe Operating Companies maintain cash and Cash Equivalents of at least $500,000), redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments pay dividends to Holdings to reimburse Holdings for (i) out-of-pocket expenses incurred in connection with compliance by Holdings and the Borrower with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and corporate overhead expenses and management services in the ordinary course of business in an aggregate amount not to exceed $1.75 million during any fiscal quarter after the Closing Date, provided that to the extent such reimbursement is less than $1.75 million in any fiscal quarter, the Borrower may carry forward such difference to any subsequent fiscal quarter (it being understood that any future payments made in excess of $1.75 million in any subsequent fiscal quarter shall reduce the amount of the amount so long as (1carried forward) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2ii) if, after giving effect thereto, either (A) any taxes that are due and payable by Holdings and the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 Borrower as part of a consolidated or (B) combined group in an amount not to exceed the aggregate amount of such Restricted Payments would be less than the sum lesser of (x) $50,000,000 in each fiscal year plus the relevant amount of any taxes (including any penalties and interest) that the Borrower would owe if the Borrower were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group) at the rate applicable to Holdings as part of a consolidated or combined group with the Borrower, taking into account any carryovers or carrybacks of tax attributes (such as operating losses) of the Borrower and such Subsidiaries from other taxable years and (y) up to 100% the net amount of the Net Cash Proceeds from relevant tax that Holdings actually owes to the sale appropriate taxing authority; provided that any such payment in respect of taxes received by Holdings shall be paid over to the appropriate taxing authority within 60 days of Holdings’ receipt of such payments or issuance by shall be refunded to the Borrower of any of its Equity Interest since Borrower; (i) the Restatement Closing Date not used LLC (and, to make any Restricted Payments under Section 7.06(cthe extent required, the Borrower) above plus may pay dividends to the Trust pursuant to the LLC Operating Agreement as in effect on the date hereof, and (zii) 50% EPE (and, to the extent required, the Borrower) may pay dividends to the Trust in accordance with the terms of the Consolidated Net Income since EPE Shareholders Agreement, in each case, as in effect on the Restatement Closing Datedate hereof; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingHoldings may pay amounts to FXM, the Borrower may (A) redeem or purchase the Convertible Notes, Inc. in whole or in part, at a redemption or purchase price an aggregate amount not to exceed 100% $2.7 million (inclusive of the principal amount of the Convertible Notes any amounts paid to be redeemedFXM, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid Inc. pursuant to clause (v) of Section 7.06(d5(b) on the Closing Date), of which up to $1.2 million (inclusive of any amounts paid to FXM, Inc. pursuant to clause (v) of Section 5(b) on the Closing Date) may be used to reimburse FXM, Inc. for certain third-party costs incurred prior to the Closing Date and up to $1.5 million (inclusive of any amounts paid to FXM, Inc. pursuant to clause (v) of Section 5(b) on the Closing Date) may be used to reimburse FXM, Inc. for certain corporate overhead expenses incurred prior to the Closing Date; provided, that after giving pro forma effect to however, that, in each case, such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower payments shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or been made within forty-five (B45) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms days of the debt being refinancedClosing Date.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each (i) any Subsidiary may make Restricted Payments to a Borrower or another Loan PartyUS Loan Party, (ii) any Foreign Subsidiary that is a Non-Loan Party Subsidiary may make Restricted Payments to any other Non-Loan Party Subsidiary or a Loan Party and (iii) the European Borrower and to wholly-owned Subsidiaries (and, in the case of a may make Restricted Payment by a non-wholly-owned Subsidiary, Payments to the Borrower and any Subsidiary and European Holdco; provided that such Restricted Payments are immediately distributed to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Imation; (b) the Borrowers and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (c) the Borrower Borrowers and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests 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 or other common Equity Interests;equity interests; and (d) the Borrower Borrowers may make Restricted Payments so long as (1) declare or pay cash dividends to their stockholders and Imation may purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, provided that immediately after giving effect to such proposed action, no Default would exist and, provided further, that for the Material Debt Documents then outstanding would permit avoidance of doubt, if after giving effect to any such Restricted Payment, and (2) ifa Financial Covenant Trigger Period would exist, after giving effect theretothe Borrowers shall have a Consolidated Fixed Charge Coverage Ratio of not less than 1.20 to 1.00, either (A) the calculated on a pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 basisImation may declare or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale make, directly or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make indirectly, any Restricted Payments under Section 7.06(cPayment to its stockholders, or incur any obligation (contingent or otherwise) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) to do so, so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower Specified Condition shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedsatisfied.

Restricted Payments. Declare or makepay any dividend (other than dividends payable solely in (i) common stock of the Person making such dividend or (ii) the same class of Capital Stock of the Person making such dividend on which such dividend is being declared or paid, other than, in any such case, Disqualified Stock) 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 the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: : (a) each (i) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) any Foreign Subsidiary may make Restricted Payments to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned any other Foreign Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); ; (b) each Subsidiary so long as no Default or Event of Default shall have occurred and be continuing or would immediately result therefrom, the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; regularly scheduled dividends (c“dividends”) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of with respect to its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long Capital Stock as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) follows: if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related theretodividends, the Consolidated Senior Leverage Ratio as of the last day of the most recent calendar month for which the relevant financial information available is: (i) less than or equal to 2.50 to 1.00, then such dividends shall not exceed $25,000,000 in the aggregate in any fiscal year of the Borrower; (ii) less than or equal to 3.75 to 1.00 and is greater than 2.50 to 1.00, then such dividends shall not exceed $20,000,000 in the aggregate in any fiscal year of the Borrower, when taken together with the dividends made pursuant to Section 7.6(b)(i) in such fiscal year; and (iii) greater than 3.75 to 1.00, then such dividends shall not exceed $15,000,000 in the aggregate in any fiscal year of the Borrower, when taken together with the dividends made pursuant to Section 7.6(b)(i) and Section 7.6(b)(ii) in such fiscal year; 92 509265-1832-141352041-Active.21575686. (c) [Reserved]; (d) the Borrower shall be may repurchase shares of its common stock from the Insurance Subsidiary in compliance an amount not to exceed (when taken together with the covenants set forth amount of cash Dispositions made pursuant to Section 7.5(i)) the amount necessary to (i) pay operating costs and expenses of the Insurance Subsidiary incurred in Section 7.10, the ordinary course of business (not to exceed $250,000 per fiscal year of the Borrower) and (ii) permit the Insurance Subsidiary to make payments on insurance claims of the Borrower shall have a minimum and/or any of $75,000,000 its Subsidiaries with the proceeds of any combination of cash on hand such repurchase; and availability under a revolving credit facility or (Be) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms Insurance Subsidiary may purchase shares of the debt being refinancedcommon stock of the Borrower from the Borrower or any Subsidiary.

Restricted Payments. Declare 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 be continuing (other than in respect of Restricted Payments made under paragraph (a) or (b) which shall not be subject to the requirement that no Default be then continuing) at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and or any Guarantor, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each Subsidiary of the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares Equity Interests so long as no Change of its common stock or other common Equity InterestsControl would result therefrom; (d) the Borrower may redeem Equity Interests acquired pursuant to the exercise of options by employees issued pursuant to an option plan approved by the board of directors or equivalent governing body of the Borrower in the ordinary course of business; provided that the Restricted Payments made pursuant to this Section 7.06(d) shall not exceed $5,000,000 per annum; (e) the Borrower may purchase fractional shares of the Borrower’s common stock arising out of stock dividends, splits or combinations or business combinations; (f) the Borrower may make other Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be Loan Parties are in compliance with the covenants set forth in Section 7.10, Pro Forma Compliance and (ii) the Borrower Consolidated Net Leverage Ratio calculated on a pro forma basis after giving effect to such Restricted Payment shall have a minimum of be less than 2.50 to 1.00, calculated using the same Measurement Period used to determine Pro Forma Compliance; and (g) other Restricted Payments not to exceed $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance 5,000,000 in the Convertible Notesaggregate per annum, so long as the Loan Parties are in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedPro Forma Compliance.

Restricted Payments. Declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend) 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 Group Member, 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 Group Member (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that, : (a) any Subsidiary may make Restricted Payments to any Group Member; (b) so long as no Default or Event of Default shall have occurred and be continuing, the Parent Borrower may purchase the Parent Borrower’s common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this paragraph (b) after the date hereof shall not exceed $1,000,000 in any fiscal year; (c) so long as no Default or Event of Default shall have occurred and be continuing, the Parent Borrower may pay dividends on its common stock in an aggregate amount in any fiscal year not to exceed 25% of Consolidated Net Income for such fiscal year; and (d) so long as (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Parent Borrower has a senior implied rating of at least Baa3 by ▇▇▇▇▇’▇ and a corporate credit rating of at least BBB- by S&P (and in each case not on negative watch), the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Parent Borrower may declare and make dividend payments or other distributions payable solely in the repurchase its publicly held common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andstock. (e) so long as such Restricted Payment would no Default or Event of Default shall have occurred and be permitted under the Material Debt Documents then outstandingcontinuing, the Parent Borrower may (A) redeem or purchase the Convertible Notes, repurchase its publicly held common stock for cash in whole or in part, at a redemption or purchase price an aggregate amount not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with $50,000,000 in any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedfiscal year.

Restricted Payments. Declare (a) The Borrower will not, and will not permit or makecause any of its Subsidiaries (including any Excluded Subsidiary) to, directly or indirectly, declare or make any Restricted Payment, Payment or incur enter into any obligation (contingent or otherwise) agreement to do soany of the foregoing, except that: (i) the Borrower may declare and make Allowable Tax Distributions; (ii) if and to the extent that after giving effect thereto, so long as (i) the Adjusted Leverage Ratio calculated for the period of four consecutive fiscal quarters most recently ended on or immediately prior to the date of each such distribution is less than or equal to 2.00 to 1.00 and the Compliance Certificate for the fiscal year ending December 31, 2005, has been delivered, and (ii) no Default Event of Default, including any default under SECTION 10 hereunder shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to continuing, the Borrower may declare and make cash distributions to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)its shareholders; (biii) the Borrower may make other distributions payable solely in its common stock; (iv) the Borrower may purchase for value (A) any shares of its Capital Stock that have been issued to certain physicians, officers and other key personnel in accordance with SECTION 11.5(vii); provided, however, in both cases that the Borrower shall have submitted to the Administrative Agent a copy of all material documents containing the terms and conditions of such purchase of Capital Stock of the Borrower prior to such purchase, and the Administrative Agent shall have approved such terms and conditions; (v) the Borrower shall make any Shareholder Life Insurance Payment; (vi) each Wholly Owned Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in to the common stock Borrower or other common Equity Interests another Wholly Owned Subsidiary of such Personthe Borrower, to the extent not prohibited under applicable Requirements of Law; (cvii) the Borrower and so long as no Event of Default has occurred or is continuing, each Excluded Subsidiary may purchase, redeem or otherwise acquire shares of its common stock declare and make dividend payments or other common Equity Interests with distributions, to the proceeds received from the substantially concurrent issue extent not prohibited under applicable Requirements of new shares of its common stock or other common Equity Interests;Law; and (dviii) the Borrower may declare and make Restricted Payments the Dividend Payment. (b) Without the consent of the Required Lenders, the Borrower will not, and will not permit or cause any of its Subsidiaries (including any Excluded Subsidiary) to make (or give any notice in respect of) any voluntary or optional payment or prepayment of principal on any Subordinated Indebtedness, or directly or indirectly make any redemption (including pursuant to any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the foregoing purposes; except that, for so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, no Default or Event of Default has occurred and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstandingis continuing, the Borrower may (A) redeem or purchase make interest payments with respect to the Convertible Notes, Subordinated Indebtedness in whole or in part, at a redemption or purchase price not to exceed 100% accordance with the applicable provisions of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedSubordinated Indebtedness.

Restricted Payments. Declare 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 or accept any capital contributions, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments issue and sell its common Equity Interests; (e) the Borrower may purchase, redeem, retire or otherwise acquire for value, Equity Interests in the Borrower held by employees, officers or directors or by former employees, officers or directors of the Loan Parties (or estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition of such Equity Interests does not exceed $1,000,000 in any calendar year; provided that any unused amounts in any calendar year may be carried forward to one or more future periods; provided further that the aggregate amount of repurchases made pursuant to this clause (e) may not exceed $2,000,000 in any calendar year; (f) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities; (g) cash payments, in lieu of issuance of fractional shares in connection with the exercise of stock options or warrants; and (h) so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio no Default or Event of Default shall have occurred and be continuing or would be less than 2.00:1.00 or result therefrom and (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 Borrower and its Subsidiaries are in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under compliance with Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding7.11 on a Pro Forma Basis, the Borrower may (A) redeem declare and make pro rata dividends, redemptions or purchase the Convertible Notes, repurchases in whole or in part, at a redemption or purchase price not to exceed 100% respect of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedits common Equity Interests.

Restricted Payments. Declare Directly or makeindirectly declare, directly order, pay, make or indirectly, set apart any sum for any Restricted Payment, except that (a) the Borrower may declare or incur order, and make, pay or set apart, once during each fiscal quarter, a Restricted Payment in an amount not exceeding the sum of an amount to be distributed by the Parent to its partners promptly upon receipt from the Borrower plus an amount equal to the proportionate distribution from the Borrower to the General Partner in respect of such distribution, and (b) the Borrower may declare or order, and make, pay or set apart, Restricted Payments to the General Partner and the Parent to fund the payment by them of tax liabilities, legal, accounting and other professional fees and expenses, compensation, fees and expenses of the Elected Supervisors of the Parent (as defined in the Agreement of Limited of Partnership of the Parent) and indemnification of and contribution to all Persons entitled to indemnification or contribution under Section 8.14 of the Agreement of Limited Partnership of the Parent (as in effect on the Closing Date), any obligation fees and expenses associated with registration statements filed with the Securities and Exchange Commission and subsequent ongoing public reporting requirements, and other liabilities, obligations or costs of the General Partner or the Parent in each case to the extent actually incurred by the General Partner or the Parent, as applicable, in connection with, arising from, or relating to the Business or the Parent's ownership of Capital Stock of the Borrower and its Subsidiaries; provided that (contingent i) the aggregate amount of Restricted Payments declared or otherwiseordered, or made, paid, or set apart in any fiscal quarter shall not exceed Available Cash for the immediately preceding fiscal quarter and (ii) no Default or Event of Default then exists and is continuing, or would be caused by such Restricted Payment, and the Borrower and it Subsidiaries shall be in compliance, on a pro forma basis, with the covenants contained in Article IX recomputed as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such action had occurred on the first day of each relevant period for testing such compliance, and the Borrower shall have delivered to do sothe Administrative Agent an officer's certificate to such effect, together with all relevant financial information and calculations demonstrating such compliance. The Borrower will comply with the reserve provisions required under the definition of Available Cash. The Borrower will not, in any event, directly or indirectly declare, order, pay or make any Restricted Payment except thatin cash. The Borrower will not permit any Subsidiary to declare, order, pay or make any Restricted Payment or to set apart any sum or property for any such purpose other than to (i) the Borrower or any Wholly-Owned Subsidiary and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (andbe caused thereby, in the case all holders of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner Capital Stock of capital stock or other Equity Interests of equity interests in such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedbasis.

Restricted Payments. Declare 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 or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, issue and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of sell its common Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateInterests; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not make additional Restricted Payments subject to exceed 100% satisfaction of the principal amount of following terms and conditions at the Convertible Notes to be redeemedtime of, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that and after giving effect to, any such Restricted Payments: (i) no Default or Event of Default has occurred and is continuing, (ii) Liquidity is no less than $50,000,000 on a pro forma basis after giving effect to such redemption or repurchase and any transactions related theretoRestricted Payment, (iiii) the Borrower Consolidated Total Leverage Ratio, calculated on a pro forma basis with respect to such any such Restricted Payment, shall not be in compliance greater than the Specified Ratio and (iv) the maximum amount of Restricted Payments that may be made pursuant to this clause (e) shall not exceed, when combined with the covenants set forth payments described in Section 7.107.18(c), and (ii) $15,000,000 in the Borrower shall have a minimum of $75,000,000 of aggregate in any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedfiscal year.

Restricted Payments. Declare The CheckFree Parties will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, (i) any dividend on any class of its stock, 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 shares of common stock, (ii) make any prepayment on account of Indebtedness subordinated to the Obligations or Guarantees thereof or (iii) make any payment on account of any options, warrants, or other rights to purchase such common stock, whether now or hereafter outstanding (each, a “Restricted Payment, or incur any obligation (contingent or otherwise) to do so”), except that, so long as no Default shall have occurred and be continuing at the time for (i) dividends payable by CheckFree solely in shares of any action described below or would result therefrom: class of its common stock, (aii) each Subsidiary may make Restricted Payments made by any CheckFree Party or Subsidiary to the Borrower and to wholly-any other wholly owned Subsidiaries (andSubsidiary or CheckFree or, in the case of any cash dividend on any class of stock of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as such dividend is paid pro rata to all holders of such Subsidiary’s Capital Stock, (1iii) Restricted Payments made in connection with prepayments of Indebtedness subordinated to the Material Debt Documents then outstanding Obligations to the extent permitted pursuant to the subordination provisions related thereto and no Default exists or would permit such Restricted Payment, result therefrom and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (eiv) so long as such no Event of Default has occurred and is continuing, other Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price an amount not to exceed 100% of the principal amount of amounts and for the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)periods set forth below: Fiscal Year Maximum Restricted Payments 2006 $ 70,000,000 2007 $ 75,000,000 2008 $ 80,000,000 2009 $ 85,000,000 2010 $ 90,000,000 ; provided, however, that after giving pro forma effect any amounts not used in any Fiscal Year in an amount not to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall exceed $30,000,000 may be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable carried forward to the Lenders than the terms of the debt being refinancednext succeeding Fiscal Year.

Restricted Payments. Declare Until such time as the Borrower has achieved the Relief from Covenants Ratings Level (at and after which time the covenant contained in this Section 6.5 shall no longer be of any force or makeeffect), declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) 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 Group Member, 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 Group Member (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each any Subsidiary may make Restricted Payments to the Borrower and or to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned another Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted hereunder in any fiscal year in an aggregate amount not to exceed the amount set forth below opposite such fiscal year: 2004 $90,000,000 2005 $100,000,000 2006 $110,000,000 2007 $110,000,000 ; provided that each Subsidiary of the amounts set forth above shall be increased by $3,000,000 for each $25,000,000 of Net Cash Proceeds received by the Borrower after the Closing Date if, and when, the Borrower has received an aggregate of $175,000,000 of Net Cash Proceeds from one or more transactions after the Closing Date; provided further, that notwithstanding anything to the contrary contained in this Section 6.5(b), if on the date (the “Subject Date”) any Restricted Payment is to be made in reliance on this Section 6.5(b) there shall have occurred and be continuing any Default or Event of Default (other than pursuant to Section 7(a)), the Borrower and its Subsidiaries may declare make such Restricted Payment on such Subject Date if (x) on the date (the “Declaration Date”) of declaration of, or commitment to make, such Restricted Payment, (i) no Default or Event of Default had occurred and make dividend payments or other distributions payable solely was continuing and (ii) such Restricted Payment could have otherwise been made in compliance with this Section 6.5(b) and (y) the common stock or other common Equity Interests Subject Date occurs within 90 days of the Declaration Date of such PersonRestricted Payment; (c) the Borrower may purchase its Capital Stock (i) pursuant to its employee benefit or incentive plans and (ii) to satisfy its obligations under its direct stock purchase plan, dividend reinvestment plan or similar plans (as any such plans may be amended from time to time), in each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests case in accordance with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interestspast practice; (d) the Borrower may (i) make Restricted Payments so long as to the extent required by the terms of the Mandatorily Redeemable Preferred Securities existing on the Closing Date and (1ii) redeem or repurchase all or any portion of the Mandatorily Redeemable Preferred Securities existing on the Closing Date; (e) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) Borrower may redeem or repurchase its Preferred Stock existing on the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the Closing Date in an aggregate amount of such Restricted Payments would be less than the sum of (x) not to exceed $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date23,000,000; and (ef) so long as such Westar Industries and its Subsidiaries may make Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedPayments.

Restricted Payments. Declare Borrower will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make, directly or indirectly, set apart any sum for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary after the consummation of the Initial Public Offering, Borrower may make distributions and/or expense reimbursements to Pubco in respect of (A) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of Pubco, (B) expenses of Pubco incidental to being a public reporting company, (C) reasonable fees and expenses related to the Initial Public Offering or any Additional Public Offering or private placement of Equity Interests of Pubco whether or not consummated, (D) franchise and similar Taxes of Pubco and other fees and expenses in connection with the maintenance of the existence of Pubco, (E) customary compensation and benefits payable by Pubco, and indemnities provided by Pubco on behalf of, its officers and directors of Pubco and (F) reasonable expenses paid by Pubco on behalf of Borrower; (b) after the consummation of the Initial Public Offering, Borrower may make distributions to its members in an aggregate amount not to exceed $20,000,000 for each Fiscal Year ended after the Initial Public Offering; (c) Borrower may make the Specified Dividend; provided, both before and immediately after giving effect to such Restricted Payment under this clause (c), no Default exists or would result therefrom and Excess Availability plus, during the IPO Consummation Period, Excess Cash, shall not be less than the greater of (i) 25% of the total Revolving Credit Commitments at such time and (ii) $45,000,000; (d) Borrower may make the IPO Dividend within 30 days after the date of the Initial Public Offering; (e) other Restricted Payments to declared, in the case of dividends, or made, in the case of other Restricted Payments, by Borrower and to wholly-owned the Subsidiaries (andin each case after the Effective Date, through and including the date of declaration, in the case of a Restricted Payment by a non-wholly-owned Subsidiarydividend, to or the Borrower and any Subsidiary and to each other owner date of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely payment, in the common stock or case of any other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, which in the aggregate shall not exceed the result of: (i) 50% of Borrower’s annual Earnings After Taxes for the Fiscal Year ended March 2016, and each completed Fiscal Year thereafter, computed on a cumulative basis for the entire Fiscal Year (2) ifor if such Earnings After Taxes is a deficit figure for any Fiscal Year, after giving effect theretothen minus 50% of such deficit for such Fiscal Year), either minus (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (Bii) the aggregate amount of such dividends made pursuant to clause (b) above and Investments made pursuant to Section 6.5(t) below; provided, both before and immediately after giving effect to a Restricted Payments Payment under this clause (e), no Default exists or would result therefrom and Excess Availability shall not be less than the sum greater of (x) $50,000,000 in each fiscal year plus (y) up to 10025% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus total Revolving Credit Commitments at such time and (z) 50% of the Consolidated Net Income since the Restatement Closing Date$45,000,000; and (ef) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be permitted to make periodic distributions to its members in compliance connection with such members’ (or their respective direct or indirect owners’) aggregate tax obligations in accordance with the covenants set forth provisions on Schedule 6.4(f). The amounts paid under the foregoing clause (f) shall not be included in Section 7.10the amount of Restricted Payments for the calculation of the amount available for all other Restricted Payments under the test provided in clause (e) of this Section. Borrower will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of making computations under this Section, and (ii) the Borrower shall have a minimum of $75,000,000 amount of any combination Restricted Payment declared, paid or distributed in property or assets of cash on hand and availability under a revolving credit facility Borrower or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than Subsidiaries shall be deemed to be the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms greater of the debt being refinancedbook value and fair market value (as determined in good faith by the Board of Directors of Borrower or an authorized subcommittee thereof), of such property or assets as of the date of declaration in the case of a dividend or the date of payment in the case of any other Restricted Payment.

Restricted Payments. Declare The Borrower will not, and will not permit its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except for (a) dividends payable by the Borrower or incur a Restricted Subsidiary with respect to any obligation of its Capital Stock payable solely in shares of the same class as such Capital Stock or in any class of its common equity; (contingent b) Restricted Payments made by any Restricted Subsidiary to (i) the Borrower or otherwiseto another Restricted Subsidiary or (ii) any other shareholder of a Restricted Subsidiary, in each case, if such Restricted Subsidiary is not wholly owned by the Borrower and other wholly owned Restricted Subsidiaries (x) on at least a pro rata basis with any other shareholders, (y) in accordance with the agreements described on Schedule 7.5 or (z) on a non-rata basis consistent with past practices; (c) Permitted Tax Distributions made by the Borrower; (d) so long as no Default of Event of Default has occurred and is continuing or would result therefrom, distributions to do soa minority shareholder of a Restricted Subsidiary up to the distributable earnings of such Restricted Subsidiary related to the equity ownership of such minority shareholder; (e) so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom at the time such dividend or distribution is paid or redemption is made, except thatand (y) the Borrower and the Restricted Subsidiaries demonstrate compliance with the financial covenants set forth in Article VI calculated on a Pro Forma Basis after giving effect thereto, (i) distributions made in connection with the Permitted Earnouts, (ii) on or within 180 days of the First Amendment Effective Date, a one-time distribution paid to ▇▇▇ ▇▇▇▇▇▇ resulting from the MDP Equity Investment in an aggregate amount not to exceed $10,000,000 and (iii) other cash dividends and distributions paid on the common equity of the Borrower; provided that any such Restricted Payment made pursuant to this clause (e) (iii) shall not exceed the Available Distribution Amount as calculated at the time of such Restricted Payment; (f) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary , the Borrower may make additional Restricted Payments in an aggregate amount not to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and exceed $100,000 during any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Fiscal Year; (bg) each Subsidiary Restricted Payments made by the Borrower, directly or indirectly, to or for the benefit of Madison Dearborn Partners and its Fund Affiliates in connection with the Borrower may declare and make dividend payments or other distributions payable solely MDP Equity Investment in the common stock or other common Equity Interests of such Personan aggregate amount not to exceed $13,000,000; (ch) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Restricted Payments made for the purposes of redeeming Capital Stock (i) held by former officers, directors and employees (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) related to Investco’s profits interest plan and (ii) in satisfaction of the put option of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ set forth in Section 3 of the Unit Purchase Agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Investco dated as of December 28, 2012 in an amount not to exceed $10,000,000 over the term of the Agreement, and in an aggregate amount for clauses (i) and (ii) not to exceed $5,000,000 during any twelve month period; (i) Distributions made to Investco for payment of (i) overhead and third party expenses and (ii) franchise and similar taxes, in an aggregate amount not to exceed $1,500,000 during any twelve month period; (j) Distribution of the Capital Stock of LeaseSource, LLC by the Borrower to Investco; and (k) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom at the time such dividend or distribution is paid or redemption is made, (ii) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests the Restricted Subsidiaries demonstrate compliance with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, financial covenants set forth in Section 6.3 and (2) if, 6.4 calculated on a Pro Forma Basis after giving effect thereto, either and (Aiii) the pro forma Consolidated Senior Leverage Ratio would shall be less than 2.00:1.00 or (B) the aggregate amount of such 3.75:1.00, other Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be otherwise permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid made pursuant to this Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced7.5.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: except: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to is being made; (b) the Borrower and any each Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; ; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Paymentrepurchase, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 redemption or (B) the aggregate amount other acquisition or retirement for value of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% any Equity Interests of the Net Cash Proceeds from Borrower held by any member of the sale Borrower’s (or issuance by the Borrower of any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement, employment agreement, severance agreement or other executive compensation arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interest since the Restatement Closing Date Interests shall not used to make exceed $10,000,000 in any Restricted Payments under Section 7.06(c) above plus twelve-month period (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, provided that the Borrower may (A) redeem or purchase carry over and make in a subsequent calendar year, commencing with the Convertible Notes2017 calendar year, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable addition to the Lenders than the terms of the debt being refinanced.amounts permitted for such calendar

Restricted Payments. Declare or makeMake, 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Company and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower Company and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Company and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock Equity Interests or other common warrants or options to acquire any such Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;; and (d) the Borrower Company and each Subsidiary may make Restricted Payments so long as (1) repurchases of Equity Interests in the Material Debt Documents then outstanding would permit Company or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Restricted Payment, and (2) if, after giving effect thereto, either (A) Equity Interests represent a portion of the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount exercise price of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale options or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; andwarrants; (e) so long as such Restricted Payment no Default would exist and be permitted under the Material Debt Documents then outstandingcontinuing, the Borrower Company and each Subsidiary may make Restricted Payments (Ai) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price an amount not to exceed 100% of $2,500,000 in any fiscal quarter during the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10Third Amendment Period, and (ii) in an aggregate amount not to exceed $25,000,000 during any other period; and (f) the Borrower shall have Company may make Restricted Payments or purchase or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash; provided that immediately before and after giving effect to such declaration, payment, purchase or acquisition, as applicable, (i) no Default would exist and be continuing and (ii)(A) during the First Amendment Period, the Consolidated Debt to EBITDA Ratio (as calculated on a minimum of $75,000,000 of any combination of cash on hand Pro Forma Basis) is no greater than 3.00:1.00 and availability under a revolving credit facility or (B) refinance at all times after the Convertible NotesFirst Amendment Period, in whole or in part, using subordinated Indebtedness having the Consolidated Debt to EBITDA Ratio (as calculated on a maturity date longer Pro Forma Basis) is at least 0.25:1.00 lower than the debt being refinanced and having subordination terms not materially less favorable maximum Consolidated Debt to EBITDA Ratio permitted pursuant to Section 7.13(b) at the Lenders than time of such Restricted Payment; provided further, that no Restricted Payments pursuant to this clause (f) may be made during the terms of the debt being refinancedThird Amendment Period.

Restricted Payments. Declare or makepay any dividends, directly purchase, redeem, retire, defease or indirectlyotherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any Restricted Paymentcapital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such or, except in the case of the Borrower, issue or sell any Equity Interests, or incur permit any obligation (contingent or otherwise) of its Subsidiaries to do soany of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower or to issue or sell any Equity Interests therein, except that, so long as no Default shall have occurred and be continuing at the time of any action described below (each a "RESTRICTED PAYMENT") or would result therefrom: (aA) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other pay dividends and distributions payable solely only in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Advances pursuant to Section 2.06(b), the Borrower may purchase, redeem redeem, retire, defease or otherwise acquire shares of its common their capital stock or other common Equity Interests with the proceeds received contemporaneously from the substantially concurrent issue of new shares of its common their capital stock with equal or other common Equity Interestsinferior voting powers, designations, preferences and rights; (dii) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount any Subsidiary of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem declare and pay cash dividends to the Borrower and (B) declare and pay cash dividends (directly or purchase indirectly) to any other Loan Party of which it is a Subsidiary; and (iii) the Convertible Notes, Borrower may make dividends and distributions from time to time in whole or in part, at a redemption or purchase price an aggregate amount not to exceed (x) 50% of cumulative positive Consolidated net income for the period from July 1, 2006 to the date of the end of the most recent fiscal quarter prior to which such dividends or distributions are proposed to be made (treated as a single accounting period), to the extent then actually available plus (y) 100% of the principal amount net proceeds of the Convertible Notes issuance of any Equity Interests since the Effective Date not used to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid make acquisitions pursuant to Section 7.06(d5.02(f)(vii); provided, provided that immediately after giving pro forma effect to any such redemption or repurchase dividends and any transactions related theretodistributions, (i) the Borrower and its subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.105.04, and (ii) the Borrower immediately before and immediately after giving effect to such dividends and distributions, no Default shall have a minimum of $75,000,000 of any combination of cash on hand occurred and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedbe continuing.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, directly or indirectly) to the Borrower and any Subsidiary and other Person that owns an Equity Interest in such Subsidiary, ratably according to each other owner their respective holdings of capital stock or other the type of Equity Interests Interest in respect of which such Subsidiary on a pro rata basis based on their relative ownership interests)Restricted Payment is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower may make Restricted Payments so long as (1) repurchase or redeem its Equity Interests from employees in connection with the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) exercise of stock options and/or the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount vesting of other equity awards of such Restricted Payments would be less than employees in the sum of (x) $50,000,000 in each fiscal year plus (y) up amount necessary to 100% of fund the Net Cash Proceeds from the sale or issuance cash payments made by the Borrower to the IRS to cover the tax liabilities of any such employees related to such exercise of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% stock options or vesting of the Consolidated Net Income since the Restatement Closing Date; andother equity awards; (e) so long as such Restricted Payment would be to the extent not otherwise permitted under the Material Debt Documents then outstandingherein, the Borrower may (Ai) declare and make dividend payments or other distributions to its stockholders and (ii) purchase, redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)otherwise acquire Equity Interests issued by it; provided, that (i) immediately before and immediately after giving effect to any such Restricted Payment under this clause (e), no Event of Default shall have occurred and be continuing, and (ii) immediately after giving pro forma effect to any such redemption or repurchase and any transactions related theretoRestricted Payment, (i) the Borrower and its Subsidiaries shall be in pro forma compliance with the covenants Consolidated Leverage Ratio as set forth in Section 7.107.11(a), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and (iithe Lenders pursuant to Section 6.01(a) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (Bb) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms as though such Restricted Payment had been made as of the debt being refinancedlast day of the fiscal period covered thereby.

Restricted Payments. Declare 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 or accept any capital contributions, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case or any Subsidiary of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on which is a pro rata basis based on their relative ownership interests)Guarantor; (b) Holdings and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson (other than Equity Interests which are redeemable); (c) the Borrower may declare and pay cash dividends to Holdings to permit Holdings to pay (1) general administrative and operating expenses incurred in the ordinary course of business in an aggregate amount in any Fiscal Year not to exceed $2,000,000 and (2) any taxes which are due and payable by Holdings and the Borrower as part of a consolidated group; (d) Holdings and each Subsidiary may purchaserepurchase, redeem or otherwise acquire shares of its common stock or other common retire for value any Equity Interests with of Holdings or any Subsidiary held by any current or former employee or director of Holdings or any Subsidiary pursuant to the proceeds received from terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the substantially concurrent issue ordinary course of new shares business in an aggregate amount in any Fiscal Year not to exceed $1,000,000; provided that Holdings and such Subsidiaries may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of its common stock such repurchases, redemptions, acquisitions or other common Equity Interestsretirements for value permitted to be made, but not made, in the immediately preceding three calendar years; (de) the Borrower Company may make Restricted Payments so long as (1) pay the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up Specified Payment to 100% certain of the Net Cash Proceeds from former shareholders of the sale or issuance Company in accordance with the Merger Agreement upon the receipt by the Borrower Company of any of its Equity Interest since a tax refund for periods prior to the Restatement Closing Date not used in an amount at least equal to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateSpecified Payment; and (ef) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower and its Subsidiaries may (A) redeem or purchase the Convertible Notes, make other Restricted Payments in whole or an aggregate amount in part, at a redemption or purchase price any Fiscal Year not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced2,000,000.

Restricted Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) AXIS Capital may declare and pay dividends with respect to its capital stock consisting solely of additional shares of its common stock; (b) AXIS Capital may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of AXIS Capital and its Subsidiaries; (c) AXIS Capital and any of its Subsidiaries may declare and pay cash dividends or distributions with respect to (i) any trust preferred security, so long deferrable interest subordinated debt security, mandatory convertible debt or other Hybrid Security that, at the time of issuance thereof or at any time prior to the initial dividend or distribution thereunder, was accorded equity treatment by S&P and/or (ii) any Preferred Security, in each case issued by AXIS Capital or any of its Subsidiaries, if, at the time of and after giving effect to such dividend or distribution, no Event of Default under clause (a), (b), (f), (h) or (i) of Article VIII shall have occurred and be continuing; (d) AXIS Capital may enter into Convertible Securities Transactions; for the avoidance of doubt, any Restricted Payment required in connection therewith can only be made as permitted by this Section 7.07 at the time such Restricted Payment is made; and (e) AXIS Capital may make any Restricted Payment if, at the time of and after giving effect to such Restricted Payment, no Default shall have occurred and be continuing at continuing. Nothing herein shall be deemed to prohibit the time payment of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and of AXIS Capital to each AXIS Capital or to any other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedAXIS Capital.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary (including, for the avoidance of doubt, any Borrower) may make Restricted Payments to the Parent Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Parent Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the each Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;; and (d) the Parent Borrower may make Restricted Payments so long as (1i) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notesif any, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to would permit such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, Restricted Payment and (ii) the Borrower Payment Conditions are satisfied; provided, however, that in the event of a Restricted Payment which includes IP Rights is made to a non-Loan Party whereby, after giving effect to such Restricted Payment, such IP Rights continue to be used in the Collateral included in the determination of the Borrowing Base, the transferee thereof agrees in writing to be bound by a non-exclusive royalty-free worldwide license of such IP Rights in favor of the Administrative Agent for use in connection with the exercise of the rights and remedies of the Secured Parties, which license shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, for the avoidance of doubt, in the event of a a Restricted Payment which includes IP Rights is made to a non-Loan Party whereby, after giving effect to such Restricted Payment, such IP Rights are no longer used in any Collateral included in the determination of the Borrowing Base, the transferee thereof shall have no obligation whatsoever to provide such a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedlicense.

Restricted Payments. Declare or make, directly or indirectly, Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefromPayment except: (a) each Borrower or any Subsidiary may declare and pay or make Restricted Payments to the Borrower and to wholly-owned Subsidiaries distributions that are payable solely in additional shares of its common stock (andor warrants, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock options or other Equity Interests rights to acquire additional shares of such Subsidiary on a pro rata basis based on their relative ownership interestsits common stock); (b) each any Subsidiary of the may declare and pay or make Restricted Payments to any Loan Party, (ii) any Foreign Subsidiary may declare and pay or make Restricted Payments to any other Foreign Subsidiary or to Borrower or any Guarantor, (iii) any Immaterial Subsidiary may declare and pay or make Restricted Payments to any other Immaterial Subsidiary, and (iv) any Loan Party may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonRestricted Payments to any Loan Party; (c) the Borrower and each Subsidiary may purchase, redeem make non-cash repurchases or otherwise acquire shares redemptions of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common in exchange for stock or (other common than Disqualified Equity Interests) or stock options; (d) the Borrower Loan Parties and the Restricted Subsidiaries may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Paymentnot exceeding $5,000,000 during any fiscal year, pursuant to and (2) ifin accordance with equity option plans, after giving effect theretoequity award plans, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% other benefit plans for management or employees of the Net Cash Proceeds from Loan Parties and their Restricted Subsidiaries (including non-cash repurchases of Equity Interests deemed to occur upon the sale or issuance by the Borrower exercise of any of its equity awards if such Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% Interests represent a portion of the Consolidated Net Income since the Restatement Closing Datepurchase price therefor); and (e) Borrower or any Subsidiary may make other Restricted Payments: (i) so long as no Event of Default shall exist or result from the making of such Restricted Payment, in an amount not exceeding the greater of (1) $10,000,000 and (2) 2.0% of Consolidated Total Assets as of the last day of the most recently-ended test period; and (ii) so long as (A) no Event of Default shall exist or result from the making of such Restricted Payment, (B) as of the most recently ended test period for which financial statements shall have been delivered, calculated on a pro forma basis as if such Restricted Payment would be permitted under had been made on the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% first day of the principal amount relevant testing period, neither of the Convertible Notes to be redeemedTotal Net Leverage Ratio and Secured Net Leverage Ratio, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that immediately before and after giving pro forma effect to such redemption or repurchase Restricted Payment, exceed an amount that is 0.50:1.00 below the Total Net Leverage Ratio and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Secured Net Leverage Ratio required at such time under Section 7.106.8, and (iiC) the Borrower shall have a minimum of Liquidity is not less than $75,000,000 of before and after giving effect to any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedsuch Restricted Payment.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower and each Subsidiary may make Restricted Payments so long as payments and prepayments of principal and interest on Indebtedness; (1e) the Material Debt Documents then outstanding would permit such Restricted PaymentBorrower may make Equity Interest Repurchases (i) in an amount to consummate the Tender Offer on October 4, 2005 and (2ii) ifin an amount equal to $250,000,000 minus the aggregate amount paid by the Borrower on October 4, after giving effect thereto, either 2005 to consummate the Tender Offer; and (Af) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or Borrower may pay Dividends and make other Equity Interest Repurchases (Bin addition to those permitted in clause (e) above), provided that, the aggregate amount of Dividends declared and paid and such Restricted Payments would be less than the sum of (x) $50,000,000 in each other Equity Interest Repurchases made during any fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be not exceed the Available Dividend Amount unless the Leverage Ratio, as disclosed in compliance with the covenants set forth in Section 7.10each Compliance Certificate delivered during such fiscal year (and after giving effect to any proposed Dividend or such other Equity Interest Repurchase during such fiscal year on a pro forma basis), and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer is less than the debt being refinanced and having subordination terms not materially less favorable 2.00 to the Lenders than the terms of the debt being refinanced1.00.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding outstanding, if any, would permit such Restricted Payment, (2) after giving pro forma effect to such Restricted Payments, the Borrower and its Subsidiaries shall have at least $50,000,000 of available Liquidity and (23) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Secured Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments made pursuant to this subclause (3)(B) would be less than the sum of (xw) $50,000,000 150,000,000 in each fiscal year the aggregate since the Closing Date plus (yx) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest Interests since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (zy) 50% of the Consolidated Net Income since the Restatement Closing Date; (e) the Borrower and its Subsidiaries may make Restricted Payments in connection with the Transactions (including, for the avoidance of doubt, the ATK Dividend); and (ef) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower and its Subsidiaries may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid incur Indebtedness pursuant to Section 7.06(d7.02(c) (including refinancings thereof); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.

Restricted Payments. Declare 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 or accept any capital contributions, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Material Subsidiary may make Restricted Payments to any Borrower, any Material Subsidiaries of any Borrower that are Guarantors, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each Borrower and each Material Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower Remy International may issue and each Subsidiary may purchase, redeem or otherwise acquire shares of sell its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower Remy International may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the in an aggregate amount of such Restricted Payments would be less than not to exceed the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of 12,000,000 and the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)Available Amount; provided, that both before and after giving pro forma effect to each such redemption or repurchase and any transactions related thereto, Restricted Payment (i) Excess Availability exceeds the Borrower amount equal to 25% of the Maximum Revolver Amount, (ii) the average daily Excess Availability for the 30 day period immediately preceding the making of such Restricted Payment (computed on a pro forma basis treating such Restricted Payment as being made on the first day of such period) exceeds the amount equal to 25% of the Maximum Revolver Amount, and (iii) Borrowers shall be in pro forma compliance (determined on a pro forma basis as of the last day of the most recently ended month for which financial statements were required to have been delivered pursuant to Section 5.1) with the financial covenants set forth in Section 7.107, which financial covenants shall be tested at such time regardless of whether a Covenant Testing Period is in effect; (e) Remy International may make Restricted Payments in connection with the Rights Offering to retire series A preferred stock and/or series B preferred stock of Remy International outstanding as of the Closing Date and/or to pay any dividends due and payable with respect to the retirement of such preferred stock in connection with such retirement; provided that the net cash proceeds of the Rights Offering shall be used to make such Restricted Payments for such retirement of such Series A preferred stock and Series B preferred stock and dividends due and payable thereon at such retirement thereon; and. (iif) the Borrower shall have a minimum Repurchases by Remy International of $75,000,000 Equity Interests of Remy International from former employees, officers and directors (or any spouses, ex-spouses or estates of any combination of cash on hand and availability under a revolving credit facility or (Bthe foregoing) refinance with respect to Equity Interests of Remy International so long as the Convertible Notesaggregate amount of all such repurchases does not exceed $10,000,000 during the term of this Agreement; provided, in whole or in parthowever, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable that, notwithstanding anything to the Lenders than contrary in this Section 6.6, no Borrower and no Material Subsidiary shall make any Restricted Payment on any preferred stock of any Borrower or any Material Subsidiary (including the terms series A and series B preferred stock of Remy International outstanding as of the debt being refinancedClosing Date) other than pursuant to Section 6.6(d) and Section 6.6(e).

Restricted Payments. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary may make Restricted Payments to the Borrower or any of its Restricted Subsidiaries may declare and to wholly-owned Subsidiaries pay or make Capital Distributions that are payable solely in additional shares of its common stock (andor warrants, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock options or other Equity Interests rights to acquire additional shares of such Subsidiary on a pro rata basis based on their relative ownership interestsits common stock); (bi) each any Restricted Subsidiary of the Borrower may declare and pay or make dividend payments Capital Distributions to any Domestic Credit Party, (ii) any Foreign Subsidiary of the Borrower may declare and pay or make Capital Distributions to any other distributions payable solely Foreign Subsidiary, any Special Subsidiary or any Domestic Credit Party and (iii) any Restricted Subsidiary may declare and pay or make Capital Distributions to (x) the Company and its Subsidiaries and (y) any other Person that owns an Equity Interest in such Restricted Subsidiary, in each case of clauses (x) and (y), ratably according to their respective holdings of the common stock or other common type of Equity Interests Interest in respect of which such Person;Restricted Payment is being made; and (c) the Borrower may declare and pay or make Restricted Payments in an aggregate amount not to exceed the greater of (x) $31,875,000 and (y) 30% of Consolidated EBITDA for the most recently ended Testing Period for which financial statements have been delivered or were required to be delivered; (d) the Borrower may declare and pay or make additional Restricted Payments so long as, on a Pro Forma Basis after giving effect thereto, (i) no Event of Default shall have occurred or be continuing and (ii) immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to have been delivered pursuant to Section 6.01, the Total Net Leverage Ratio does not exceed 3.40 to 1.00; (e) the Borrower may declare and pay a regular dividend or distribution on the common stock or common Equity Interests of the Borrower not to exceed $0.0375 per share of common stock per fiscal quarter; (f) the Borrower may declare and pay or make additional Restricted Payments in an aggregate amount not to exceed the Available Amount so long as, on a Pro Forma Basis after giving effect thereto, (i) no Event of Default shall have occurred or be continuing and (ii) immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to have been delivered pursuant to Section 6.01, the Total Net Leverage Ratio does not exceed 4.70 to 1.00; (g) the Borrower may declare or pay or make Restricted Payments as part of a Permitted Organizational Restructuring; (h) the Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Qualified Equity Interests;; and (di) the Borrower Company may make Restricted Payments so long as (1) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Material Debt Documents then outstanding would permit such Restricted PaymentCompany and its Subsidiaries. Notwithstanding the foregoing, and (2) if, after giving effect thereto, either (A) nothing in this Section 7.06 shall restrict the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus the refinancing or exchange of any Junior Debt for any other Junior Debt maturing no earlier, and not having a shorter Weighted Average Life to Maturity, than the Junior Debt being so refinanced or exchange, (y) up the conversion of Junior Debt to 100% common stock or preferred stock (other than Disqualified Equity Interests) of the Net Cash Proceeds from the sale Borrower or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% regularly scheduled payments or repayments of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material interest and principal of Junior Debt Documents then outstanding, the Borrower may (A) redeem at its stated maturity or any mandatory prepayments or offers to purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedthereof.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests equity interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (c) Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely to Subsidiaries that are not wholly owned Subsidiaries in an amount not to exceed Two Million Dollars ($2,000,000) in the aggregate in any fiscal year; provided that there does not exist a Default or an Event of Default and the making of any such payment would not cause a Default or an Event of Default; and (d) Borrower and each Subsidiary may purchase, redeem or otherwise acquire up to an aggregate of one million (1,000,000) shares of its common stock or other common Equity Interests equity interests 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 or other common Equity Interests;equity interests during the period from the Closing Date through the Maturity Date; provided no Default or Event of Default exists hereunder or would result from such purchase, redemption or acquisition. (de) the Borrower and its Subsidiaries may make Restricted Payments so long as in cash provided that (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (Bi) the aggregate amount of such Restricted Payments would be less than the sum shall not exceed $150 million in any period of (x) $50,000,000 in each four consecutive fiscal year plus (y) up to 100% quarters of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) after giving effect to such Restricted Payment (and the Borrower shall have a minimum of $75,000,000 incurrence of any combination Indebtedness in connection therewith) on a Pro Forma Basis (A) no Default or Event of cash on hand and availability under a revolving credit facility or Default shall exist, (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms Total Leverage Ratio shall not materially less favorable to the Lenders than the terms exceed 1.5:1.0 as of the debt being refinancedend of the most recent fiscal quarter for which Borrower has delivered financial statements pursuant to Section 6.1(a) or (b) and (C) Liquidity exceeds $150 million.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: occur after giving effect to the following, (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and pay dividends or otherwise transfer funds to Holdings to permit Holdings to (i) make dividend interest payments on Indebtedness of Holdings in an amount not to exceed the lesser of (x) the actual amount of such interest payments in any fiscal year and (y) $33,500,000 plus the actual amount of interest payments required to be made by Holdings on Indebtedness incurred after the Effective Date in the aggregate in any fiscal year, (ii) make any other payment obligation of Holdings, including any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of its capital stock or any option, warrant or other distributions payable solely right to acquire any of its capital stock or any other payment obligation of Holdings in an amount not to exceed $1,000,000 in the common aggregate in any fiscal year and (iii) pay costs and expenses incurred in connection with the research in, and deployment of, advanced enrichment technologies materially consistent in the aggregate with the projections provided for the Availability Period, taxes and other general administrative expenses, including, without limitation, salaries, as and when due and immediately applied, (b) the Borrower may declare and pay dividends or otherwise transfer funds to Holdings to permit Holdings to pay cash dividends with respect to its capital stock in an amount not to exceed the lesser of (x) $0.55 per share in any fiscal year or other common Equity Interests (y) $50,000,000 in the aggregate in any fiscal year; provided that Collateral Availability (for purposes of this determination, the $100,000,000 referenced in clause (ii)(z) of the definition of Borrowing Base shall be deemed to be $150,000,000) for the 30 days period prior to the date of such Person; Restricted Payment and on the date of such Restricted Payment, in each case both before and after giving effect to such Restricted Payment, shall be equal to or greater than $50,000,000, (c) the Borrower may declare and each Subsidiary may purchase, redeem pay dividends or otherwise acquire shares transfer funds to Holdings to permit Holdings to redeem Indebtedness of its common stock or other common Equity Interests with Holdings in an amount not to exceed $25,000,000 in any fiscal year and $75,000,000 in the proceeds received from aggregate during the substantially concurrent issue Availability Period, subject to (i) material achievement of new shares Consolidated EBITDA and Free Operating Cash Flow as set forth in Borrower’s projections delivered pursuant to Section 3.04(b) for the relevant period and (ii) Collateral Availability (for purposes of its common stock or other common Equity Interests; this determination, the $100,000,000 referenced in clause (dii)(z) of the Borrower may make definition of Borrowing Base shall be deemed to be $150,000,000) for the 30 days period prior to the date of such Restricted Payments so long as (1) Payment and on the Material Debt Documents then outstanding would permit date of such Restricted Payment, in each case both before and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of to such Restricted Payments would Payment, shall be less equal to or greater than the sum of $100,000,000 and (xd) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower Subsidiaries may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts declare and pay dividends ratably with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedtheir Equity Interests.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) so long as iii) no Default has occurred and is continuing or would result therefrom, iv) the Borrower and its Subsidiaries are in pro forma compliance with each of the financial covenants set forth in Section 7.11, and v) the Consolidated Total Leverage Ratio is less than 3.0 to 1.0, the Borrower may make additional Restricted Payments so long as (1) not to exceed the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either lesser of (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the maximum aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that which after giving pro forma effect to such redemption or repurchase Restricted Payments and any transactions related theretoindebtedness incurred in connection therewith would not cause the Consolidated Total Leverage Ratio to equal or exceed 3.0 to 1.0 or (B) $5,750,000 in the aggregate in any fiscal year; provided, that, no less than three (i3) the Borrower shall be in compliance with the covenants set forth in Section 7.10Business Days prior to making any such additional Restricted Payments, and (ii) the Borrower shall have delivered to the Required Lenders a minimum of $75,000,000 of Compliance Certificate for the most recent fiscal quarter end preceding such Restricted Payment for which financial statements are available (with pro forma adjustments taking into account such proposed Restricted Payment and any combination of cash on hand and availability under a revolving credit facility or (BIndebtedness incurred in connection therewith) refinance the Convertible Notesdemonstrating, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced form and having subordination terms not materially less favorable substance reasonably satisfactory to the Lenders than the terms Required Lenders, compliance with each of the debt being refinancedclauses of this Section 7.06(d).

Restricted Payments. Declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend) 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 Group Member, 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 Group Member (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each any Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and or any Subsidiary and to each other owner which is a holder of capital stock or other Equity Interests the Capital Stock of such Subsidiary on a pro rata basis based on their relative ownership interests)Subsidiary; (b) each any Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Personpay dividends ratably with respect to its Capital Stock; (c) the Borrower may make Restricted Payments pursuant to and each Subsidiary may purchase, redeem or otherwise acquire shares of its common in accordance with stock option plans or other common Equity Interests with benefit plans for management or employees of the proceeds received from the substantially concurrent issue of new shares of Borrower and its common stock or other common Equity InterestsSubsidiaries; (d) the Borrower may make Restricted Payments at any time so long as (1i) no Default or Event Default shall have occurred and be continuing and (ii) at the Material Debt Documents then outstanding would permit time of the payment of such Restricted PaymentPayments, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.10, and 6.1; and (iie) the Borrower shall have a minimum or any Subsidiary having one or more holders of $75,000,000 its Capital Stock that are not the Borrower or any other Subsidiary may make Restricted Payments at such times and in such amounts as may reasonably be deemed necessary in respect of any combination then-current income taxes that become due and payable by direct or indirect holders of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notesits Capital Stock, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than extent such taxes are directly attributable to the terms income of the debt being refinancedBorrower and its Subsidiaries, or the Capital Stock of such Subsidiary and its Subsidiaries, as the case may be.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each any Restricted Subsidiary may make Restricted Payments to any Borrower, any Guarantor or any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each any Borrower or any Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the any Borrower and each or any Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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) WFS may make Restricted Payments in an aggregate amount from and after the Borrower Amendment No. 2 Effective Date not to exceed the sum of: (i) $100,000,000, plus (ii) 50% of the cumulative Consolidated Net Income calculated for each fiscal quarter beginning with the fiscal quarter ended March 31, 2016 (with amounts continuing to increase (or if Consolidated Net Income for a fiscal quarter is negative, decrease, as applicable) the amount of Restricted Payments permitted by this clause (ii)), plus (iii) 100% of the net proceeds of all Equity Issuances made after the Closing Date; (e) WFS may (i) at its option, prepay or exercise any call or cash settlement option held by it with respect to Permitted Convertible Notes or any portion thereof and (ii) fulfill its obligation with respect to a put right (as opposed to a conversion right) exercised by a holder of Permitted Convertible Notes, in each case, so long as (A) immediately after giving effect to any such prepayment or call or cash settlement, Available Liquidity is at least $300,000,000, (B) after giving Pro Forma Effect to any Indebtedness incurred in connection with such prepayment or call or cash settlement, the Consolidated Senior Leverage Ratio is at least 0.25 to 1.00 less than the then applicable maximum Consolidated Senior Leverage Ratio pursuant to Section 7.11(d), and (C) immediately before and immediately after giving effect to any such prepayment or call or cash settlement, no Default or Event of Default shall have occurred and be continuing; provided that if either or both of clauses (A) and/or (B) of this clause (e) are not satisfied with respect to any such prepayment, call or cash settlement, WFS may still make such prepayment, call or cash settlement to the extent permitted under Section 7.06(d); (f) WFS may elect to pay cash in lieu of fractional shares of Equity Interests arising out of conversions of Convertible Debt Securities; (g) WFS shall in no way be restricted from cash settling (in whole or in part) any Permitted Convertible Notes as may be required under the applicable Approved Convertible Debt Documents in connection with the exercise by a holder of Permitted Convertible Notes of its conversion rights in accordance with the terms of such Approved Convertible Debt Documents; (h) WFS may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (i) to the extent WFS has exhausted the allowance for Restricted Payments under clause (d) of this Section 7.06, WFS may make Restricted Payments so long as (1i) the Material Debt Documents then outstanding would permit immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and (2ii) if, after giving effect theretoPro Forma Effect to any Indebtedness incurred in connection with such Restricted Payment, either (A) the pro forma Consolidated Senior Total Leverage Ratio would be less is not greater than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up 2.50 to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date1.00; and (ej) so long as such WFS may make Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, Payments (i) the Borrower shall be contemplated in compliance with the covenants set forth in Section 7.10WFS’s 2006 Omnibus Plan or any replacement thereof, (ii) contemplated by WFS’s 1993 Non-Employee Director Plan or any replacement thereof, and (iiiii) in connection with the Borrower shall have a minimum issuance of $75,000,000 its Equity Interests to employees or non-employees of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedWFS as compensation for services performed for WFS by such individuals.

Restricted Payments. Declare or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, : (a) each Subsidiary may make Restricted Payments to any Loan Party and each Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary that is not a Loan Party; (b) so long as no Default shall have occurred and be continuing at the time of any action described below such Restricted Payment or would result therefrom: (a) each Subsidiary may make Restricted Payments to the , any Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and or any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Qualified Capital Stock of such Person; (c) the Borrower and each Subsidiary RCI may purchase, redeem or otherwise acquire purchase fractional shares of its common Equity Interests arising out of stock dividends, splits or combinations or mergers, consolidations or other common acquisitions and pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsRCI; (d) the Borrower RCI may make cashless repurchases of its Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities; and (e) (e) RCI may make any Restricted Payments so long Payment; provided, that, (i) upon giving Pro Forma Effect to such Restricted Payment, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as (1) of the Material Debt Documents then outstanding would permit most recent Measurement Period ended on or prior to the date of such Restricted Payment, and (2ii) if, after giving effect thereto, either (A) no Default shall have occurred and be continuing at the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount time of such Restricted Payments Payment or would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedresult therefrom.

Restricted Payments. Declare The Subsidiary Borrower shall not, and the Parent and the Subsidiary Borrower shall not permit any Restricted Subsidiary, to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatso other than, so long as no Default shall have has occurred and be is continuing at the time of any action described below or would result therefrombe caused thereby: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (andpayment 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, in as the case may be, if at the date of a Restricted Payment by a non-wholly-owned Subsidiarydeclaration or notice, to the Borrower and any Subsidiary and to each other owner dividend, distribution or redemption payment would have complied with the provisions of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)this Agreement; (b) each the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale (other than to a Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Subsidiary Borrower) of, Equity Interests of the Subsidiary Borrower (other than Disqualified Stock) or from the contribution of common equity capital to the Subsidiary Borrower, in each case, within 180 days of such Personexchange, sale or contribution; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (l)(ii)(B) below; (c) the Borrower and each Subsidiary may purchaserepurchase, redeem or otherwise acquire shares of its common stock redemption, defeasance or other common Equity Interests acquisition or retirement for value of Debt of the Parent, the Subsidiary Borrower or any Restricted Subsidiary that is contractually subordinated to the Senior Notes, the Obligations or to any Guarantee of the foregoing with the net cash proceeds received from the a substantially concurrent issue incurrence of new shares of its common stock or other common Equity InterestsPermitted Refinancing Debt; (d) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis; (e) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Subsidiary Borrower may make or any Restricted Subsidiary issued after the date of this Agreement in accordance with the Consolidated Interest Coverage Ratio test set forth in Section 6.02(a)(xv) hereof; (f) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) Restricted Payments so long as by the Subsidiary Borrower or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person; (1h) the Material repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Subsidiary Borrower or any Restricted Subsidiary held by any current or former officer, director or employee of the Subsidiary Borrower or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, severance agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2,000,000 in any twelve-month period (with any portion of such $2,000,000 that is unused in any twelve-month period to be carried forward to successive twelve-month periods and added to such amount); (i) Permitted Parent Payments; (j) Permitted Operating Expense and Tax Reimbursements; (k) Restricted Payments not otherwise permitted hereunder provided that: (i) the Subsidiary Borrower would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made on the first day of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt Documents then outstanding would permit pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 6.02(a)(xv) hereof; (ii) such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) together with the aggregate amount of such all other Restricted Payments would be made by the Subsidiary Borrower and the Restricted Subsidiaries since the date of this Agreement pursuant to this clause (i), is less than the sum of sum, without duplication, of: (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (zA) 50% of the Consolidated Net Income since of the Restatement Subsidiary Borrower and the Restricted Subsidiaries on a combined or consolidated basis, as the case may be, for the period (taken as one accounting period) from the first day of the first fiscal quarter commencing after the Initial Closing Date; and (e) so long as Date to the end of the Subsidiary Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment would be permitted under the Material Debt Documents then outstanding(or, the Borrower may if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (AB) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount aggregate net cash proceeds received by the Subsidiary Borrower since the date of this Agreement as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Convertible Notes Subsidiary Borrower (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Subsidiary Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(da Restricted Subsidiary of the Subsidiary Borrower); providedplus (C) to the extent that any Investment that was made after the date of this Agreement is sold for cash or otherwise liquidated or repaid for cash, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, the lesser of (i) the Borrower shall be in compliance cash return of capital with respect to such Investment (less the covenants set forth in Section 7.10cost of disposition, if any) and (ii) the Borrower shall have initial amount of such Restricted Investment; plus (D) to the extent that any Unrestricted Subsidiary designated as such after the date of this Agreement is redesignated as a minimum Restricted Subsidiary after the date of $75,000,000 this Agreement, the lesser of (i) the fair market value of Parent’s or the Subsidiary Borrower’s Investment in such Subsidiary, as the case may be, as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Agreement; plus (E) 50% of any combination dividends received by the Subsidiary Borrower or any Restricted Subsidiary after the date of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notesthis Agreement from an Unrestricted Subsidiary, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than extent that such dividends were not otherwise included in the terms Consolidated Net Income of the debt being refinancedSubsidiary Borrower for such period; plus (F) $25,000,000.

Restricted Payments. Declare The Borrower will not, nor will it permit any other Credit Party to, declare or make, or agree to pay or make, directly or indirectlyindirectly (collectively in this section, “make”), any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefromPayment except: (a) each Subsidiary any Credit Party may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)Credit Party; (b) each Subsidiary the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock) of the Borrower may declare and make dividend payments or other distributions payable solely in from the common stock or other common proceeds of a contemporaneous issuance of Equity Interests of such Person;the Borrower, provided that no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom; and (c) the Borrower may pay regularly scheduled dividends, in cash, on the Existing Preferred Stock in an aggregate amount during any fiscal year not exceeding (i) $8,000,000 in respect of dividends scheduled to be paid in such year plus (ii) the amount of any previously deferred and each Subsidiary may purchaseunpaid regularly scheduled dividends; provided that, redeem or otherwise acquire shares after giving effect to the payment of its common stock or other common Equity Interests with any such deferred dividends pursuant to this clause (ii), the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsBorrowing Base Utilization Percentage would be less than 80%; (d) the Borrower may make Restricted Payments so long as (1) repurchase or redeem shares of common Equity Interests of the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be Borrower from any holder of less than 2.00:1.00 or (B) 100 shares of such common Equity Interests, provided that the aggregate amount paid for all such repurchases and redemptions made pursuant to this clause (d) shall not exceed $5,000,000 in any fiscal year; (e) the Borrower may purchase, redeem or acquire, cancel or retire for value capital stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire capital stock of such Restricted Payments would be less than the sum Borrower held by any existing or former directors, employees or management of (x) $50,000,000 the Borrower or any Subsidiary of the Borrower or their assigns, estates or heirs, in each fiscal case, in connection with employee or director stock option, restricted stock or restricted stock units, or stock purchase agreements or other agreements to compensate such management employees or directors; provided that such redemptions or repurchases pursuant to this clause (e) will not exceed $5,000,000 in the aggregate during any calendar year plus (y) up to 100% of and $20,000,000 in the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Dateaggregate for all such redemptions and repurchases; and (ef) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may make any other Restricted Payments (A) redeem or purchase other than dividends on the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(dExisting Preferred Stock); providedprovided that (i) no Borrowing Base deficiency, that Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such redemption or repurchase and any transactions related theretoRestricted Payment, (iA) the Borrower shall Borrowing Base Utilization Percentage would be in compliance with the covenants set forth in Section 7.10less than 80%, and (iiB) the Borrower Leverage Ratio shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer not be greater than the debt being refinanced and having subordination terms not materially less favorable 3.00 to the Lenders than the terms of the debt being refinanced1.00.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to a Loan Party and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each Loan Party and each Subsidiary of the Borrower may (i) declare and make dividend payments or other distributions and (ii) exchange or repurchase its Equity Interests; provided that all such dividend payments and other distributions, exchanges and repurchases shall be payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary Top Tier Guarantors may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interestsmake Permitted Tax Distributions; (d) the Borrower a Loan Party or a Subsidiary may make Restricted Payments so long as (1) any Distribution to the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio extent it would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments permitted as a Disposition under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and8.04; (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding(i) no Event of Default exists immediately prior or after giving effect thereto, (ii) after giving effect thereto, the Borrower may (Awill be in pro forma compliance with the Minimum Investment Assets Ratio set forth in Section 8.09(c) redeem or purchase and the Convertible NotesConsolidated Fixed Charge Coverage Ratio set forth in Section 8.09(d), in whole or each case for the most recently ended four fiscal quarter period for which the Reported Financial Information has been delivered (which pro forma compliance shall (x) include the reduction of cash necessary in part, at a redemption or purchase price not to exceed 100% connection with any such Distribution and (y) exclude any Excess Distributions declared in the first fiscal quarter of the principal amount prior four fiscal quarter period (other than Excess Distributions which are deemed to have been declared in such prior first fiscal quarter of such four fiscal quarter period pursuant to clause (C) of the Convertible Notes second paragraph of the definition of Consolidated Fixed Charge Coverage Ratio which shall be included)) and (iii) prior to the second anniversary of the Closing Date, the Management Fee Earning Assets as of the last fiscal quarter for which the Reported Financial Information has been delivered are in excess of the MFEA Hurdle, the Borrower and the Top Tier Guarantors may make Excess Distributions; and (f) a Loan Party may make Distributions to FIG Corp., a Delaware corporation, FIG Asset Co. LLC, a Delaware limited liability company or the Principals in connection with a proposed Investment to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)made by a Loan Party; provided, provided that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Administrative Agent receives written notice of any such Distribution at least one Business Day prior to the making of such Distribution, (ii) at the time of such notice, the Borrower shall delivers to the Administrative Agent a certificate describing the proposed Investment and demonstrating that, both before and after giving effect to such Distribution, the Loan Parties will be in compliance with the financial covenants set forth in Section 7.10, 8.09 of the Credit Agreement as of the most recently ended four fiscal quarter period for which the Reported Financial Information has been delivered and (iiiii) the Borrower shall have an amount equal to such Distribution is reinvested into a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedLoan Party within one Business Day after such Distribution is made.

Restricted Payments. Declare or makeThe Borrower shall not, directly or indirectlynor shall it permit any of its Subsidiaries to, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payments except that, so long as that if no Default shall have occurred and be continuing at the time of any action described below exists or would result therefrom: , the Borrower may (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common preferred Equity Interests with the proceeds received from of or in connection with a contemporaneous issuance of Equity Interests; provided that, as to any preferred Equity Interests issued to effect such redemption, such preferred Equity Interests are permitted by Section 6.04(c), (b) pay non-cash dividends in the substantially concurrent issue form of new shares of its common stock or other common Equity Interests; Interests of the Borrower, (c) pay non-cash dividends on preferred Equity Interests of the 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) the Borrower may make Restricted Payments so long as pay regularly scheduled dividends, in cash, on (1i) the Material Debt Documents then outstanding would permit Existing Preferred Stock in an aggregate amount during any fiscal year not exceeding (A) $8,000,000 in respect of dividends scheduled to be paid in such Restricted Payment, year plus (B) the amount of any previously deferred and (2) ifunpaid regularly scheduled dividends; provided that, after giving effect theretoto the payment of any such deferred dividends pursuant to this clause (B), either (A) the pro forma Consolidated Senior Leverage Ratio Borrowing Base Utilization Percentage would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.1080%, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible NotesRefinancing Preferred Stock, if any, in whole an amount not to exceed the limitation set forth in the definition of Refinancing Preferred Stock, (e) repurchase or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms redeem shares of common Equity Interests of the debt being refinancedBorrower from any holder of less than 100 shares of such common Equity Interests, provided that the aggregate amount paid for all such repurchases and redemptions made pursuant to this clause (e) shall not exceed $1,000,000 in any fiscal year and (f) purchase, redeem or acquire, cancel or retire for value capital stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire capital stock of the Borrower held by any existing or former directors, employees or management of the Borrower or any Subsidiary of the Borrower or their assigns, estates or heirs, in each case in connection with employee or director stock option, restricted stock or restricted stock units, or stock purchase agreements or other agreements to compensate such management employees or 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 all such redemptions and repurchases.

Restricted Payments. Declare The Borrowers will not, and will not permit any of their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) dividends payable by any Borrower solely in interests of any class of its common equity; (ii) Restricted Payments made by any Subsidiary to any Borrower (including without limitation Restricted Payments made by Fox to FFH) or incur to another Subsidiary, on at least a pro rata basis with any obligation other shareholders if such Subsidiary is not wholly owned by any Borrower and other wholly owned Subsidiaries of any Borrower; (contingent iii) cash Restricted Payments paid on, or otherwise) to do soin connection with, except the common Capital Stock of FFH; provided that, so long as before and after giving effect to such Restricted Payment, (a) each of the Borrowers and the Subsidiary Loan Parties are Solvent, (b) no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a such Restricted Payment by a non-wholly-owned Subsidiaryis made, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the Borrowers are in pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with each of the covenants set forth in Article VI (measuring Consolidated Total Indebtedness for purposes of Section 7.106.1 as of the date of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment) and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1 as if such Restricted Payment was made, and any Indebtedness incurred in connection therewith was incurred, on the first day of such Fiscal Quarter) and (iid) the Borrower shall Leverage Ratio is less than the maximum Leverage Ratio then required under Section 6.1 less 0.50:1.00 (measuring Consolidated Total Indebtedness as of the date of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment) and otherwise recomputing the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have a minimum of $75,000,000 been delivered pursuant to Section 5.1); and (iv) Restricted Payments with respect to mandatory obligations to repurchase Capital Stock of any combination 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 cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms any of the debt being refinancedforegoing) of FHH and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement with any employee, director, officer or consultant of FHH and its Subsidiaries in an aggregate amount not to exceed $2,500,000 during any calendar year.

Restricted Payments. Declare The Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: EXECUTION COPY (a) subject to the delivery by the Borrower to the relevant agents under the Senior Term Loan Agreement or incur this Agreement, as the case may be, of reasonable documentary evidence thereof (and without duplication of any obligation Asset Taxes paid pursuant to Section 6.07(c)), any Restricted Payments made for the purpose of allowing the shareholders of Holdings to pay Asset Taxes; (contingent b) the payment of dividends in any fiscal year of the Borrower in an aggregate amount not exceeding the lesser of $14,325,000 and the aggregate amount of the portions of Excess Cash Flow for such fiscal year not required to be used to prepay the Senior Loans pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under any Permitted Refinancing, and the Loan pursuant Section 2.04(b)(i) (as such aggregate amount may be reduced on a Dollar-for-Dollar basis by the amount of prepayments, redemptions or otherwiserepurchases of, and other payments in respect of, Indebtedness of the Borrower under the Additional Seller Subordinated Debt and, after all Additional Seller Subordinated Debt has been paid and discharged in full, any Permitted Subordinated Debt, made pursuant to paragraph (c) to do sobelow), except that, so long as provided that (i) no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: therefrom and (aii) each Subsidiary may make Restricted Payments no such dividend payment shall be permitted from any such portion of Excess Cash Flow for any Measurement Period until after the mandatory prepayment to the Borrower and be made for such Measurement Period required pursuant to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (bSection 2.04(b)(i) each Subsidiary of the Borrower may declare Senior Term Loan Agreement, the terms of any Indebtedness under any Permitted Refinancing, and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonSection 2.04(b)(i) shall have been made; (c) prepayments, redemptions or repurchases of, and other payments in respect of, Indebtedness of the Borrower under any Additional Seller Subordinated Debt and, after all Additional Seller Subordinated Debt has been paid and each Subsidiary may purchasedischarged in full, redeem or otherwise acquire shares of its common stock or other common Equity Interests any Permitted Subordinated Debt, made with the proceeds received from amounts otherwise permitted to be used for the substantially concurrent issue payment of new shares dividends pursuant to paragraph (b) above, provided that, upon any such prepayment, redemption or repurchase, the amount otherwise available for the payment of its common stock or other common Equity Interests;dividends under paragraph (b) above shall be reduced on a Dollar-for-Dollar basis; and (d) payments of any amounts due on account of any Additional Seller Subordinated Debt made by the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of with the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedPermitted Shares Disposition.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions distributions, with respect to its common stock, payable solely in the common stock or other common Equity Interests equity interests of such PersonPerson and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of the Borrower's common stock; (c) to the extent not otherwise permitted by this Section 7.06, the Borrower and each Subsidiary its Subsidiaries may purchasedeclare or make, redeem directly or otherwise acquire shares indirectly, any Restricted Payment; provided that the aggregate principal amount of its common stock all Restricted Payments made after the Closing Date during all periods in which the Consolidated Leverage Ratio, as of the end of the most recently ended fiscal quarter, is equal to or other common Equity Interests with greater than 3.75 to 1.00 shall not exceed the proceeds received from sum of (i) $500,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for the substantially concurrent issue period commencing on the Closing Date and ending on the last day of new shares of its common stock the fiscal quarter preceding the fiscal quarter in which such Restricted Payment is made, on a cumulative basis; and provided further that no Default 100 shall have occurred and be continuing at the time such Restricted Payment occurs or other common Equity Interestsafter giving effect thereto; (d) the Borrower or Apogent may exercise put/call rights with respect to the Existing Indebtedness; (e) the Borrower or Apogent may repurchase the Apogent Senior Subordinated Notes; (f) the Borrower may repurchase its common stock upon the exercise of stock options if such common stock represents a portion of the exercise price thereof; (g) the Borrower and its Subsidiaries may make payments in respect of any redemption, repurchase, acquisition, cancellation or other retirement for value of shares of capital stock of the Borrower or options, stock appreciation rights or similar securities, in each case held by then current or former officers, directors or employees of the Borrower or any of its Subsidiaries (or their estates or beneficiaries under their estates) or by an employee benefit plan, in each case upon the death, disability, retirement or termination of employment of such officers, directors and employees, and the Borrower may redeem or repurchase shares of its common stock or options in respect thereof in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees and non-employee directors, and the Borrower and its Subsidiaries may make payments in respect of any redemption, repurchase, acquisition, cancellation or other retirement for value of capital stock of any Subsidiary or options in respect thereof that are the subject of any employee stock option or stock purchase plan of such Subsidiary if such Subsidiary was acquired pursuant to a Permitted Acquisition; provided that the aggregate amount of all such payments made after the Closing Date shall not exceed $50,000,000; (h) the Borrower or its Subsidiaries may make Restricted Payments so long as in respect of any Permitted Receivables Financing in accordance with the terms of the documentation entered into in connection with such Permitted Receivables Financing; and (1i) the Material Debt Documents then Borrower or Apogent may make Restricted Payments in connection with the repayment, repurchase, redemption or other retirement of Subordinated Indebtedness of the Borrower or Apogent outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) as of the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) Closing Date; provided that the aggregate amount of all such Restricted Payments would be less than shall not exceed $50,000,000. Notwithstanding anything to the sum contrary herein, prior to the satisfaction of (x) $50,000,000 all the conditions set forth in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by Section 4.03, neither the Borrower of nor any of its Equity Interest since the Restatement Closing Date not used Subsidiaries shall be permitted to make any Restricted Payments under after the Closing Date pursuant to Section 7.06(c) above plus ), (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and d), (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced).

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (ai) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests);is being made; and (bj) each Loan Party and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (ck) so long as no Default exists or would result therefrom, the Borrower may make other Restricted Payments in an aggregate amount not to exceed during any fiscal year of the Borrower, the greater of (i) $10,000,000 and (ii) an amount equal to one third of Consolidated Net Income determined as of the last day of the most recently ended fiscal year of the Borrower; provided, that, after giving effect to any such Restricted Payment on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11; (l) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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; (dm) repurchases of Equity Interests in the Borrower or any Subsidiary deemed to occur upon exercise of stock options, warrants or other convertible securities, to the extent that such Equity Interests represent a portion of the exercise price of or tax withholding in respect of such options, warrants or other convertible securities; and (n) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 cash payments in each fiscal year plus (y) up to 100% lieu of the Net Cash Proceeds from issuance of fractional shares in connection with the sale exercise of warrants, options or issuance by other securities convertible into or CHAR1\1321263v10 exchangeable for Equity Interests of the Borrower of or any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d)Subsidiary; provided, however, that after giving pro forma effect to any such redemption or repurchase and any transactions related thereto, (i) cash payment shall not be for the Borrower shall be in compliance with purpose of evading the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum limitations of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedthis Agreement.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to any Persons that own an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) the Borrower may make Restricted Payments so long as declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire for cash Equity Interests issued by it; provided, that, (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (Bi) the aggregate amount of all such Restricted Payments would be dividends, purchases, redemptions and acquisitions shall not exceed $15,000,000 in any given fiscal year of the Borrower unless both immediately before and immediately after making such payment the Consolidated Adjusted Leverage Ratio is less than the sum of (x) $50,000,000 in each fiscal year plus (y) up 2.50 to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.101.00, and (ii) to the extent any such dividend, purchase, redemption or acquisition would cause the aggregate amount of all such Restricted Payments in any fiscal year to exceed $15,000,000, the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable furnished to the Lenders than Administrative Agent a certificate of a 66 Responsible Officer, which certificate shall calculate the terms of Consolidated Adjusted Leverage Ratio both immediately before and immediately after making such dividend, purchase, redemption or and acquisition, as the debt being refinancedcase may be.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each any Restricted Subsidiary may make Restricted Payments to any Borrower, any Guarantor or any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each any Borrower or any Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the any Borrower and each or any Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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) WFS may make Restricted Payments in an aggregate amount from and after the Borrower Amendment No. 8 Effective Date not to exceed the sum of: (i) $200,000,000, plus (ii) 50% of the cumulative Consolidated Net Income calculated for each fiscal quarter beginning with the fiscal quarter ended December 31, 2021 (with amounts continuing to increase (or if Consolidated Net Income for a fiscal quarter is negative, decrease, as applicable) the amount of Restricted Payments permitted by this clause (ii)), plus (iii) 100% of the net proceeds of all of its Equity Issuances made after the Closing Date; (e) WFS may (i) at its option, prepay or exercise any call or cash settlement option held by it with respect to Permitted Convertible Notes or any portion thereof and (ii) fulfill its obligation with respect to a put right (as opposed to a conversion right) exercised by a holder of Permitted Convertible Notes, in each case, so long as (A) immediately after giving effect to any such prepayment or call or cash settlement, Available Liquidity is at least $300,000,000, (B) after giving Pro Forma Effect to any Indebtedness incurred in connection with such prepayment or call or cash settlement, the Consolidated Total Leverage Ratio is not greater than 3.75 to 1.00 (or 4.25 to 1.00 when a Leverage Holiday is in effect), and (C) immediately before and immediately after giving effect to any such prepayment or call or cash settlement, no Default or Event of Default shall have occurred and be continuing; provided that if either or both of clauses (A) and/or (B) of this clause (e) are not satisfied with respect to any such prepayment, call or cash settlement, WFS may still make such prepayment, call or cash settlement to the extent permitted under Section 7.06(d); (f) WFS may elect to pay cash in lieu of fractional shares of Equity Interests arising out of conversions of Convertible Debt Securities; (g) WFS shall in no way be restricted from cash settling (in whole or in part) any Permitted Convertible Notes as may be required under the applicable Approved Convertible Debt Documents in connection with the exercise by a holder of Permitted Convertible Notes of its conversion rights in accordance with the terms of such Approved Convertible Debt Documents; (h) WFS may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (i) to the extent WFS has exhausted the allowance for Restricted Payments under clause (d) of this Section 7.06, WFS may make Restricted Payments so long as (1i) the Material Debt Documents then outstanding would permit immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and (2ii) if, after giving effect theretoPro Forma Effect to any Indebtedness incurred in connection with such Restricted Payment, either (A) the pro forma Consolidated Senior Total Leverage Ratio would be less is not greater than 2.00:1.00 3.25 to 1.00 (or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 3.50 to 1.00 when a Leverage Holiday is in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Dateeffect); and (ej) so long as such WFS may make Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, Payments (i) the Borrower shall be contemplated in compliance with the covenants set forth in Section 7.10WFS’s 2006 Omnibus Plan (or any replacement thereof), (ii) contemplated by WFS’s 1993 Non-Employee Director Plan (or any replacement), and (iiiii) in connection with the Borrower shall have a minimum issuance of $75,000,000 its Equity Interests to employees or non-employees of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedWFS as compensation for services performed for WFS by such individuals.

Restricted Payments. Declare or Neither the Borrower nor Ventas shall make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower may make cash dividend or distribution payments to Ventas for payment to its shareholders, and Ventas may make such cash dividend or distribution payments to its shareholders, of up to ninety-five percent (95%), or any such greater amount as may be required to maintain REIT status, of (x) the aggregate cumulative Funds From Operations from April 1, 2002 less (y) all restricted payments made from April 26, 2006 through the Closing Date in reliance on Section 7.6(a) of the Existing Credit Agreement; (b) so long as no Default or Event of Default shall have occurred and be continuing at the such time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to therefrom after giving effect thereto on a Pro Forma Basis, the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower Ventas may declare and make dividend payments or other distributions payable solely in the common stock same class of partnership interests of the Borrower or other common Equity Interests Capital Stock of such PersonVentas, respectively; (c) so long as no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom after giving effect thereto on a Pro Forma Basis, the Borrower and each Subsidiary Ventas may purchase, redeem or otherwise acquire shares partnership interests in the Borrower or Capital Stock of its common stock or other common Equity Interests Ventas with the proceeds received from the a substantially concurrent issue issuance of new shares of its common stock partnership interests or other common Equity Interests;capital stock, respectively; and (d) so long as no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom after giving effect thereto on a Pro Forma Basis, the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Paymentadditional distributions of cash and property to Ventas for payment or distribution to its shareholders, and (2) ifVentas may make such additional distributions of cash and property to its shareholders, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) in an amount not to exceed in the aggregate amount of such Restricted Payments would be less than the sum of from April 26, 2006 (x) $50,000,000 in each fiscal year plus 40 million less (y) up to 100% all restricted payments made from April 26, 2006 through the Closing Date in reliance on Section 7.6 (d) of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Existing Credit Agreement Notwithstanding anything in this Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding7.6, the Borrower or Ventas, as applicable, may (A) redeem declare and make any dividend payments or purchase other distributions in connection with the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedSunrise Debentures.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Company, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Company and each Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower Company and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding no Event of Default exists or would permit such Restricted Payment, result therefrom and (2) if, after giving effect thereto, either (A) thereto the Company is in pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the financial covenants set forth in Section 7.107.11 (calculated as of the last day of the four fiscal quarter period most recently ended for which financial information is available, but, in the case of the Consolidated Fixed Charge Coverage Ratio, ignoring all cash dividends, distributions and redemptions made during such period and instead assuming that the particular cash dividend, distribution or redemption and all other cash dividends, distributions and redemptions made pursuant to this clause (d) during the trailing 365-day period immediately preceding the day on which such cash dividend, distribution or redemption is proposed to be made were made on the last day of such four fiscal quarter period), the Company may declare and pay cash dividends and distributions to the holders of its Equity Interests or declare and make redemptions of its Equity Interests; provided that nothing in this Section 7.06(d) shall operate to prevent the making of a previously declared Restricted Payment by the Company so long as (i) at the declaration date, such Restricted Payment was permitted by the foregoing and (ii) such Restricted Payment is made within the Borrower shall have a minimum earlier of $75,000,000 of any combination of cash on hand (A) 60 days following such declaration date and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity any date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedunder Applicable Law on which such Restricted Payment must be made.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests);Borrowers; WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 (b) each Subsidiary any of the Borrower may declare and make dividend payments Borrowers or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares any of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower respective Subsidiaries may make Restricted Payments so long as the Distribution Conditions have been satisfied at the time such Restricted Payment is made; (1c) Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (c), not to exceed $55,000,00080,000,000; (d) Restricted Payments to pay for the repurchase, redemption, retirement or other acquisition for value of Equity Interests of Holdings or any direct or indirect parent of Holdings held by any future, present or former employee, director, officer or consultant of Holdings or any direct or indirect parent of Holdings or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed $7,500,000 in any calendar year; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: (i) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 cash proceeds received by Holdings or (B) the aggregate amount any of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds its Subsidiaries from the sale of Equity Interests of Holdings or issuance any direct or indirect parent of Holdings (to the extent contributed to Holdings) to employees, directors, officers or consultants of Holdings and the Subsidiaries or any direct or indirect parent of Holdings that occurs after the Effective Date, plus (ii) the cash proceeds of key man life insurance policies received by Holdings or any direct or indirect parent of Holdings (to the Borrower extent contributed to Holdings) or the Subsidiaries after the Effective Date; provided, that Holdings may elect to apply all or any portion of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(caggregate increase contemplated by clauses (i) and (ii) above plus (z) 50% in any calendar year; and provided, further, that cancellation of the Consolidated Net Income since the Restatement Closing Date; andIndebtedness owing to Holdings or any Subsidiary from any present or former employees, directors, officers or consultants of Holdings, any Subsidiary or any direct or indirect parent of Holdings in connection with a repurchase of Equity Interests of Holdings or any direct or indirect parent of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 7.06; (e) so long as such [reserved]; (f) Restricted Payments (or a Restricted Payment would be permitted under to any such direct or indirect parent of Holdings to fund the Material Debt Documents then outstandingpayment by such direct or indirect parent of Holdings of Restricted Payments) of up to $20,000,00055,000,000 per annum for the payment of dividends on account of, or repurchases of, Equity Interests; (g) the Borrower may (A) redeem distribution, as a dividend or purchase the Convertible Notesotherwise, in whole or in part, at a redemption or purchase price not to exceed 100% of shares of the Equity Interests of, or Indebtedness owed to Holdings or a Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary whose principal amount assets consist of cash and Cash Equivalents to the Convertible Notes extent such cash and Cash Equivalents were invested in such Unrestricted Subsidiary pursuant to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid an Investment made pursuant to Section 7.06(d7.03); provided, that after giving pro forma effect ; (h) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such redemption Equity Interests represent a portion of the exercise price of such options or repurchase and any transactions related thereto, warrants; (i) [reserved]; and WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 (j) Restricted Payments by Holdings or any of its Subsidiary to allow the Borrower shall be payment of cash in compliance lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person. Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 7.06 will not prohibit the payment of any Restricted Payment within 60 days after the date of declaration thereof if at the date of declaration such payment would have complied with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum provisions of $75,000,000 this Agreement if made on such date of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanceddeclaration.

Restricted Payments. Declare 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 no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to wholly-owned Subsidiaries (and, their respective holdings of the type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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;; and (d) the Borrower may make Restricted Payments so long as (1i) declare or pay cash dividends to its stockholders once each fiscal month to the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of extent (x) $50,000,000 such payment, when added to all other such payments made pursuant to this clause (i) and all payments made pursuant to clause (ii) below during the sixty (60) months immediately preceding the month in each fiscal year plus which such dividend is declared and paid, will not exceed eighty percent (y80%) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since for the Restatement Closing Datesixty (60) months immediately preceding the month in which such dividend is declared and paid; and (ey) so long as no Default or Event of Default has occurred or would occur after giving effect to such Restricted Payment would be permitted under dividend; and (z) after giving effect to the Material Debt Documents then outstandingdeclaration and payment of such dividend, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be is in compliance with the financial covenants set forth in Section 7.107.11, as computed for the most recent fiscal quarter for which financial statements have been (and are required to be) delivered hereunder; and (ii) the Borrower shall have may purchase or redeem a minimum portion of $75,000,000 of its capital stock or other equity interests or any combination of cash on hand warrants, options or other rights in respect thereof, if and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable solely to the Lenders than extent: (x) such payment, when added to all other such payments made pursuant to this clause (ii) and all payments made pursuant to clause (i) above during the terms sixty (60) months immediately preceding the month in which such purchase or redemption is declared and paid, will not exceed eighty percent (80%) of the debt being refinancedConsolidated Net Income for the sixty (60) months immediately preceding the month in which such purchase or redemption is declared and paid; (y) no Default or Event of Default has occurred or would occur after giving effect to such purchase or redemption; and (z) after giving effect to the declaration and payment of such purchase or redemption, the Borrower is in compliance with the financial covenants set forth in Section 7.11, as computed for the most recent fiscal quarter for which financial statements have been (and are required to be) delivered hereunder.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower and to wholly-wholly owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-non‑wholly owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1i) the Material Debt Documents then outstanding outstanding, if any, would permit such Restricted Payment, (ii) after giving pro forma effect to such Restricted Payments (and any other transaction (including any incurrence, assumption or repayment of any Indebtedness) in connection therewith), the Borrower and its Subsidiaries shall have at least $50,000,000 of available Liquidity and (2iii) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Secured Leverage Ratio would be less than 2.00:1.00 2.25:1.00 or (B) the aggregate amount of such Restricted Payments made pursuant to this subclause (iii)(B) would be less than the sum of (x1) $50,000,000 100,000,000 in each fiscal year the aggregate since the Closing Date plus (y2) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest Interests since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z3) 50% of the Consolidated Net Income since the Restatement Closing Date; (e) the Borrower and its Subsidiaries may make Restricted Payments on or promptly after the Closing Date in connection with the Transactions (including, for the avoidance of doubt, the Honeywell Dividend); and (ef) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower and its Subsidiaries may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid incur Indebtedness pursuant to Section 7.06(d7.02(c) (including refinancings thereof); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to PRA, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is made; (b) (i) PRA and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson and (ii) PRA and each Subsidiary may issue, repurchase and/or redeem Equity Interests under any equity incentive plan, including (x) transactions in connection with a participant’s termination of employment or service, (y) the use of shares to pay the exercise price of options or (z) the use of shares to satisfy tax withholding obligations; (c) PRA may make cash dividends and distributions in an aggregate amount not exceeding $50,000,000 in any fiscal year of PRA; provided, that no Default or Event of Default exists prior to or after giving effect to any such dividend or distribution; provided, further that the Borrower foregoing shall not operate to prevent the making of dividends or distributions previously declared by PRA so long as (i) at the declaration date, such dividend or distribution was permitted by the foregoing and (ii) such dividend or distribution is consummated within the earlier of 90 days and any date under applicable Law on which such dividend or distribution must be consummated; (d) PRA may make (x) repurchases of its Equity Interests and/or (y) consummate one or more tender offers, redemptions, repurchases or other cash settlements of Permitted Convertible Notes, in an aggregate amount, not exceeding the sum of (i) $175,000,000 plus (ii) 50% of the amount of Consolidated Net Income accrued during the period (treated as one accounting period) from January 1, 2024 to the end of the most recent fiscal quarter ending immediately prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus (iii) 100% of the aggregate Net Cash Proceeds or fair market value of any asset (other than cash) received by PRA either (x) from the issuance or sale of its Equity Interests subsequent to the Restatement Date or (y) as a contribution in respect of its Equity Interests from its shareholders subsequent to the Restatement Date; plus 770954218 (iv) the amount by which the principal amount of Indebtedness of PRA (other than Indebtedness owing to a Subsidiary) is reduced upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of PRA converted or exchanged for Equity Interests of PRA (less the amount of any cash, or the fair value of any other property, distributed by PRA upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the gross proceeds (prior to fees and transaction expenses) received by PRA or any Subsidiary from the sale of such Indebtedness (excluding such gross proceeds from sales to a Subsidiary of PRA or to an employee stock ownership or benefit plan of PRA or any of its Subsidiaries); plus (v) an amount equal to the sum of the aggregate amount of cash and the fair market value of any asset (other than cash) received by PRA or any Subsidiary subsequent to the Restatement Date with respect to Investments (other than Permitted Investments) made by the PRA or any of its Subsidiaries in any Person subsequent to the Restatement Date and resulting from repurchases, repayments, liquidations or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital; provided, however, that the foregoing sum shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made by PRA or any of its Subsidiaries in such Person; provided, that no Default or Event of Default exists prior to or after giving effect to such repurchase or redemption (or, in the case of a tender offer, at the time notice of the tender is given); (e) PRA may carry out stock splits with respect to its common stock (including stock splits in the form of a dividend); (f) PRA and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests Interest issued by it with the proceeds received from the substantially concurrent issue of new shares of its stock or other Equity Interests so long as no Event of Default shall have occurred and be continuing at the time of such purchase, redemption or acquisition; (g) PRA may (i) so long as no Default or Event of Default shall have occurred and be continuing, incur obligations under Permitted Convertible Notes, including but not limited to obligations thereunder that require repurchase of such Permitted Convertible Notes at the option of the holders thereof upon the occurrence of a “change of control” (as defined in the documentation relating to any Permitted Convertible Notes) or a Fundamental Change or that permit holders to convert the Permitted Convertible Notes, (ii) so long as no Default or Event of Default shall have occurred and be continuing, satisfy any conversion of Permitted Convertible Notes through a cash payment pursuant to cash settlement provisions contained in the documentation relating to any Permitted Convertible Notes, provided, that (y) immediately prior to any such payment PRA has Sufficient Liquidity, and (z) prior to any such payment PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11, (iii) so long as no Default or Event of Default shall have occurred and be continuing, make any required repurchase of Permitted Convertible Notes in cash pursuant to the terms thereof upon the occurrence of a “change of control” (as defined in the documentation relating to any Permitted Convertible Notes) or a Fundamental Change; provided that (w) immediately prior to any such repurchase PRA has Sufficient Liquidity, and (x) prior to any such repurchase PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11, (iv) so long as no Default or Event of Default shall have occurred and be continuing, pay the principal of, and retire, any outstanding Permitted Convertible Notes at maturity, including at stated maturity and upon acceleration upon an event of default, and (v) make any required interest payments under the Permitted Convertible Notes; (h) PRA may (i) enter into Permitted Bond Hedge Transactions and Permitted Warrant Transactions in connection with the issuance of Permitted Convertible Notes and satisfy its 770954218 obligations to pay premiums upon entering into such transactions, (ii) make any payment in connection therewith by delivery of shares of PRA’s common stock upon net share settlement thereof (together with cash in lieu of fractional shares) or set-off, netting and/or payment of an early termination payment or similar payment thereunder upon any early termination thereof, in each case made in PRA’s common stock; (iii) PRA may issue shares of its common stock and make cash payments in lieu of fractional shares in connection with Permitted Warrant Transactions; (iv) PRA may make cash payments to satisfy obligations in respect of Permitted Bond Hedge Transactions and Permitted Warrant Transactions solely to the extent PRA does not have the option of satisfying such payment obligations through the issuance of PRA’s common stock or is otherwise required to satisfy such payment obligations in cash, it being understood and agreed that any payment made in cash in connection with Permitted Bond Hedge Transactions and Permitted Warrant Transactions by set-off, netting and/or payment of an early termination payment or similar payment thereunder upon any early termination thereof, in each case, after using commercially reasonable efforts to satisfy such obligation (or the portion thereof remaining after giving effect to any netting or set-off against termination or similar payments under an applicable Permitted Bond Hedge Transaction or Permitted Warrant Transaction) by delivery of shares of PRA’s common stock shall be deemed to be a payment obligation required to be satisfied in cash, in an aggregate amount pursuant to this clause (iv) not to exceed $55,000,000; (v) PRA may receive shares of its own common stock and/or cash on account of settlements and/or terminations of any Permitted Bond Hedge Transactions or Permitted Warrant Transactions; and (vi) so long as no Default or Event of Default shall have occurred and be continuing, PRA may make other common Equity Interestscash payments to satisfy obligations in respect of Permitted Bond Hedge Transactions and Permitted Warrant Transactions provided, that (y) immediately prior to any such payment PRA has Sufficient Liquidity, and (z) prior to any such payment PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11; (di) any Restricted Payment made in connection with Permitted Purchase Obligations; (j) any Investment, to the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such extent it constitutes a Restricted Payment, and permitted under Section 8.02 (2other than clause (n) if, after giving effect thereto, either thereof); and (Ak) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such other Restricted Payments would be less than in an amount which, when taken together with all other Restricted Payments made pursuant to the sum provisions described in this clause (j), not to exceed the greater of (x) $50,000,000 in each fiscal year plus 100,000,000 and (y) up to 100% two percent (2%) of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) Total Assets so long as such Restricted Payment the Consolidated Total Leverage Ratio would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not exceed 2.00 to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that 1.00 after giving pro forma effect to such redemption or repurchase Restricted Payments and any transactions related thereto, (i) all other Restricted Payments since the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms end of the debt being refinancedfiscal quarter used in determining the Consolidated Total Leverage Ratio; provided, that no Default or Event of Default exists prior to or after giving effect to such Restricted Payments.

Restricted Payments. Declare The Parent Borrower will not, and will not permit any Subsidiary to, declare or make, or agree to pay 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 be continuing at the time of any action described below or would result therefromexcept: (a) each the Parent Borrower may (i) declare and pay dividends with respect to its Capital Stock payable solely in shares of its Capital Stock or (ii) make other distributions or payments payable solely in shares of its Capital Stock, (b) any Wholly Owned Subsidiary may declare and pay Restricted Payments to its immediate parent, (c) any non-Wholly Owned Subsidiary may declare and pay dividends ratably with respect to its Capital Stock, (d) the Parent Borrower may make Restricted Payments, not exceeding $10,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent Borrower and its Subsidiaries, (e) from and after the Amendment/Restatement Effective Date, the Parent Borrower may repurchase its Capital Stock or redeem the ▇▇▇▇▇, provided that it is the case that either (i) the aggregate amount of such repurchases and redemptions shall not exceed (A) $100,000,000, if the Consolidated Leverage Ratio, on a pro forma basis after giving effect to such repurchase or redemption (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), is greater than or equal to 3.00 to 1.00 or (B) the greater of (x) $250,000,000 and (y) (I) 50% of Consolidated Net Income during the period from July 1, 2002 to the date of such repurchase or redemption minus (II) an amount equal to the aggregate amount paid in respect of all other repurchases and redemptions made after July 1, 2002, if the Consolidated Leverage Ratio, on a pro forma basis after giving effect to such repurchase or redemption (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), is less than 3.00 to 1.00 or (ii) notwithstanding the foregoing clause (B), the Consolidated Leverage Ratio, on a pro forma basis after giving effect to such repurchase or redemption (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available) is less than 2.00 to 1.00, (f) the Parent Borrower or any Subsidiary may make Restricted Payments to the Borrower and extent required by the terms of its joint venture or similar agreements relating to whollynon-owned Subsidiaries (andWholly Owned Subsidiaries, in the case of a provided that no such Restricted Payment shall be permitted by a non-wholly-owned Subsidiarythis clause (f) unless any Investment made in connection therewith is also expressly permitted by Section 6.5, (g) the Parent Borrower may make Restricted Payments not otherwise permitted by this Section 6.8, provided that (i) on the date of any such Restricted Payment after giving effect thereto, the aggregate amount expended in connection with all Restricted Payments pursuant to this clause (g) during the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of fiscal year in which such Subsidiary date occurs shall not exceed $20,000,000 unless, on such date, the Consolidated Leverage Ratio, on a pro rata forma basis based on their relative ownership interestsafter giving effect to such Restricted Payment (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), is less than 2.50 to 1.00 and (ii) in no event shall the aggregate amount of Restricted Payments made pursuant to this clause (g) during any fiscal year exceed 25% of Consolidated Net Income for the immediately preceding fiscal year, (h) the Parent Borrower may redeem the ▇▇▇▇▇ through the issuance of common stock of the Parent Borrower or through the issuance of Indebtedness of the type described in clause (b) or (c) of the definition of "▇▇▇▇▇", (i) the Parent Borrower or any Subsidiary that is permitted to guarantee the ▇▇▇▇▇ may pay required interest payments in respect of ▇▇▇▇▇ of the type described in clause (b) of the definition thereof, (j) the Parent Borrower or any Subsidiary that is permitted to guarantee the ▇▇▇▇▇ may pay ▇▇▇▇▇ Contingent Interest; (bk) each Subsidiary AMCA may repurchase the BOMAG Transferred Equity upon an exercise of the Borrower may declare and make dividend payments BOMAG Purchaser Cancellation Right or other distributions payable solely in the common stock or other common Equity Interests of such PersonBOMAG Seller Cancellation Right; (cl) (i) the Parent Borrower and each Subsidiary may purchase, redeem or otherwise acquire issue shares of its common stock or other common Equity Interests with as the proceeds received from consideration for the substantially concurrent issue repurchase of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, Inrange Common Stock and (2ii) ifInrange may repurchase Inrange Common Stock, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) provided that the aggregate amount of such Restricted Payments would be less repurchases permitted by this clause (l)(ii) (other than the sum repurchases made with shares of (x) $50,000,000 in each fiscal year plus (y) up to 100% common stock of the Net Cash Proceeds Parent Borrower) shall not exceed $20,000,000 from and after the sale or issuance by Amendment/Restatement Effective Date. For the Borrower purposes of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under this Section 7.06(c) above plus (z) 50% 6.8, redemptions of the Consolidated Net Income since ▇▇▇▇▇ shall include purchases thereof and payments required to be made in connection with the Restatement Closing Dateconversion thereof; and (em) so long as such Restricted Payment would be transactions permitted under the Material Debt Documents then outstanding, the Borrower may (Aby Section 6.6(i) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedk).

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefromexcept: (a) each Subsidiary may make Restricted Payments (directly or indirectly) to any Loan Party and any other Person that owns any Capital Stock in such Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Capital Stock in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Parent and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Capital Stock of such Person; (c) the Borrower Parent and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests Capital Stock issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsCapital Stock; (d) as long as no Default shall have occurred and be continuing, the Borrower Parent and its Subsidiaries may make Restricted Payments so long to the holders of its Capital Stock to the extent not prohibited by any Senior Notes Indenture, provided, that if at such time no Senior Notes are outstanding, “Senior Notes Indenture” shall mean the Original 2023 Indenture, the Original 2027 Indenture or the New Indenture, as the case may be, under which the last of the Senior Notes to have been outstanding were issued, as in effect at the time that such Senior Notes ceased to be outstanding; (1e) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would Parent shall be less than 2.00:1.00 or (B) the aggregate amount of such permitted to make Restricted Payments would be less than to the sum holders of (x) $50,000,000 in each its Capital Stock and during any fiscal year plus (y) up in an amount not to 100% of exceed the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing DateFFO Distribution Allowance for such fiscal year; and (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (if) the Borrower shall be permitted to make Restricted Payments in compliance with cash to the covenants set forth Parent and its other limited partners, in Section 7.10each case to permit the Parent to make Restricted Payments in cash to the holders of its Capital Stock to the extent necessary to (x) maintain its status as a REIT and (y) pay any special or extraordinary tax liabilities of the Parent then due (after taking into account any losses, offsets and credits, as applicable), and (ii) the Borrower Parent shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable be able to the Lenders than the terms of the debt being refinanceddistribute such Restricted Payments to its equity holders.

Restricted Payments. Declare Not (a) make any distribution to any holders of its Capital Securities, (b) purchase or makeredeem any of its Capital Securities, directly (c) pay any management fees or indirectlysimilar fees to any of its equity holders or any Affiliate thereof, (d) make any Restricted Paymentredemption, prepayment (whether mandatory or incur optional), defeasance, repurchase or any obligation other payment in respect of any Subordinated Debt or (contingent e) set aside funds for any of the foregoing. Notwithstanding the foregoing: (i) any Subsidiary may pay dividends or otherwisemake other distributions to Borrower or to a domestic Wholly-Owned Subsidiary; (ii) Borrower may make discretionary distributions (which for the avoidance of doubt, shall not include any regular quarterly distributions permitted to be made under Section 11.4(iv)) to do soany holders of its Capital Securities, except thatin each case, so long as at the time of and after giving effect to any such distributions: (A) no Default shall have or Event of Default has occurred and be is continuing or would occur as a consequence of any such distribution; (B) Excess Availability, measured at the time of any action described below or would result therefrom:such distribution and immediately after giving effect to any such distribution, is not less than an amount equal to ten percent (10%) of the Revolving Commitment; (aC) each Subsidiary may make Restricted Payments Borrower would, at the time of any such discretionary distribution, and after subtracting (i) any cash payments made in respect of all discretionary distributions permitted to be made under this Section 11.4(ii) during the Borrower preceding twelve-month period and (ii) cash redemptions and repurchases permitted to whollybe made pursuant to Section 11.4(iii) during the preceding twelve-owned Subsidiaries (and, in month period from the case calculation of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary EBITDA on a pro rata forma basis based on their relative ownership interests); (b) each Subsidiary as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests preceding twelve-month period, have a Fixed Charge Coverage Ratio of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up at least 1.40 to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date1.00; and (eD) the sum of such discretionary distributions plus any regular quarterly distributions permitted to be made pursuant to Section 11.4(iv) do not exceed $35,000,000 in the aggregate in any Fiscal Year; (iii) Borrower may make discretionary redemptions of its Capital Securities, so long as at the time of and after giving effect to any such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may redemption: (A) redeem no Default or purchase Event of Default has occurred and is continuing or would occur as a consequence of any such redemption; (B) Excess Availability, measured at the Convertible Notestime of any such redemption and immediately after giving effect to any such redemption, in whole or in partis not less than an amount equal to ten percent (10%) of the Revolving Commitment; (C) Borrower would, at the time of any such redemption, and after subtracting (i) any cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the preceding twelve-month period and (ii) cash redemptions and repurchases permitted to be made pursuant to this Section 11.4(iii) during the preceding twelve-month period from the calculation of EBITDA on a redemption pro forma basis as if any such discretionary distributions, redemptions or purchase price not to exceed 100% repurchases had been made at the beginning of the principal amount preceding twelve-month period, have a Fixed Charge Coverage Ratio of at least 1.40 to 1.00; and 92 (D) such redemptions do not exceed $20,000,000 in the Convertible Notes aggregate in any Fiscal Year commencing with the Fiscal Year ending June 30, 2025; (iv) Borrower may make regular quarterly distributions (which for the avoidance of doubt, shall not include any discretionary distributions permitted to be redeemedmade under Section 11.4(ii)) to any holders of its Capital Securities, together with accrued to the extent approved by Borrower’s Board of Directors, so long as at the time of and after giving effect to any such quarterly distributions: (A) no Default or unpaid interest thereon with Event of Default has occurred and is continuing or would occur as a consequence of any premium or other additional cash amounts with respect thereto such quarterly distribution; (B) Excess Availability, measured at the time of any such quarterly distribution and immediately after giving effect to be paid pursuant to Section 7.06(d); providedany such quarterly distribution, that is not less than $35,000,000; (C) Borrower would, at the time of any such quarterly distribution, and after giving pro forma effect to any such redemption or repurchase and any transactions related theretoquarterly distribution as if such quarterly distribution had been made at the beginning of the applicable twelve-month period, have a Fixed Charge Coverage Ratio of at least 1.25 to 1.00; and (iD) the Borrower shall sum of such regular quarterly distributions plus any discretionary distributions permitted to be made pursuant to Section 11.4(ii) do not exceed $35,000,000 in compliance with the covenants set forth aggregate in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinancedFiscal Year.

Restricted Payments. Declare 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 be continuing at the time of any action described below or would result therefrom: (a) each any Restricted Subsidiary may make Restricted Payments to any Borrower, any Guarantor or any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the Borrower and to wholly-owned Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) each any Borrower or any Restricted Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the any Borrower and each or any Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common 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 Borrower WFS may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the in an aggregate amount of such Restricted Payments would be less than from and after the Amendment No. 2 Effective Date not to exceed the sum of of: (xi) $50,000,000 in each fiscal year 100,000,000, plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (zii) 50% of the cumulative Consolidated Net Income since calculated for each fiscal quarter beginning with the Restatement fiscal quarter ended March 31, 2016 (with amounts continuing to increase (or if Consolidated Net Income for a fiscal quarter is negative, decrease, as applicable) the amount of Restricted Payments permitted by this clause (ii)), plus (iii) 100% of the net proceeds of all Equity Issuances made after the Closing Date; and; (e) so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower WFS may (Ai) redeem at its option, prepay or purchase the exercise any call or cash settlement option held by it with respect to Permitted Convertible Notes or any portion thereof and (ii) fulfill its obligation with respect to a put right (as opposed to a conversion right) exercised by a holder of Permitted Convertible Notes, in whole each case, so long as (A) immediately after giving effect to any such prepayment or in partcall or cash settlement, Available Liquidity is at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemedleast $300,000,000, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that (B) after giving pro forma effect to any such redemption prepayment or repurchase and any transactions related theretocall or cash settlement, (i) the Borrower shall be in compliance with Consolidated Senior Leverage Ratio is at least 0.25 to 1.00 less than the covenants set forth in then applicable maximum Consolidated Senior Leverage Ratio pursuant to Section 7.107.11(d), and (iiC) immediately before and immediately after giving effect to the Borrower any such prepayment or call or cash settlement, no Default or Event of Default shall have a minimum occurred and be continuing; provided that if either or both of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or clauses (A) and/or (B) refinance of this clause (e) are not satisfied with respect to any such prepayment, call or cash settlement, WFS may still make such prepayment, call or cash settlement to the extent permitted under Section 7.06(d); (f) WFS may elect to pay cash in lieu of fractional shares of Equity Interests arising out of conversions of Convertible Notes, Debt Securities; (g) WFS shall in no way be restricted from cash settling (in whole or in part, using subordinated Indebtedness having ) any Permitted Convertible Notes as may be required under the applicable Approved Convertible Debt Documents in connection with the exercise by a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than holder of Permitted Convertible Notes of its conversion rights in accordance with the terms of such Approved Convertible Debt Documents; (h) WFS may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; and (i) WFS may make Restricted Payments (i) contemplated in WFS’s 2006 Omnibus Plan or any replacement thereof, (ii) contemplated by WFS’s 1993 Non-Employee Director Plan or any replacement thereof, and (iii) in connection with the debt being refinancedissuance of its Equity Interests to employees or non-employees of WFS as compensation for services performed for WFS by such individuals.