Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower will not, and will not permit any Restricted 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare 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) any each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the Qualified Stock of Equity Interestssuch Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Qualified Stock; (d) the Borrower and each Restricted Subsidiary may make Restricted Payments in respect of, and in the amount of, any withholding tax obligation related to the issuance, vesting, repurchase, forfeiture, transfer, liquidation, or distributions with respect to any equity compensation held by or for the benefit of the employees, officers or directors of the Borrower or any Restricted Subsidiary; provided that the aggregate amount of payments under this clause (d) in any fiscal year of the Borrower shall not exceed $5,000,000; provided, further, that any Restricted Payments permitted (but not made) pursuant to this clause (d) in any prior fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than $10,000,000); (e) in the ordinary course of its business, the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, arrangements for directors, officers management, employees or employees consultants of the Borrower and the its Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the its Restricted Subsidiaries may make Restricted Payments constituting purchases by the Borrower or any of its Restricted Payment Subsidiaries of any other Subsidiary’s capital stock pursuant to a transaction expressly permitted by Section 7.02 (other than Section 7.02(m)); (g) subject to satisfaction of the Available Amount Conditions, the Borrower and each Restricted Subsidiary may make Restricted Payments not otherwise permitted by this Section 7.06 in an amount not to exceed the Available Amount at such time; and (h) so long as no Default or Event of Default shall have Borrowing Base Deficiency has occurred and be is continuing or would result therefrom, the Borrower and each Restricted Subsidiary may make payments 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 or debt securities that are convertible into, or exchangeable for, Equity Interests of any such Person in accordance with their terms.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not or shall permit any of its Subsidiaries that are Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur Payment at any obligation (contingent or otherwise) to do so, except time; provided that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (di) the Borrower and any Restricted Subsidiary may make Restricted Payments to the Borrower or another Credit Party that is a wholly-owned Subsidiary of the Borrower or is wholly-owned by the Credit Party who is the recipient of such payment, (ii) the Borrower and any Restricted Payment required to effect a REIT Conversion, including, for Subsidiary may pay dividends on its Capital Stock in the avoidance form of doubt, any Restricted Payment necessary to satisfy the requirements shares of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for additional Capital Stock so long as no Change of Control shall result from the payment of such share dividend, (iii) the Borrower may make Restricted Payments in respect of dividends or other payments on Capital Stock, repurchase of Capital Stock and payments on Permitted Subordinated Indebtedness in any Fiscal Year not in excess of its net income for the previous fiscal year so long as no Unmatured Default or Default then exists or would result therefrom, (iv) so long as no Default exists, the repurchase or other acquisition of Capital Stock of the Borrower or any Restricted Subsidiary is a REITfrom employees, former employees, directors or former directors of the Borrower and the Restricted Subsidiaries may make or any Restricted PaymentSubsidiary (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) approved by the Board of Directors of the Borrower under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided provided, however, that the aggregate amount of such Restricted Payments do repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not exceedexceed $5,000,000 (or its equivalent in any other currency) in any calendar year, (v) repurchases of Capital Stock may occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options, (vi) cash payments may be made in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for any four consecutive fiscal quarters Capital Stock of the Borrower, such amount as , (vii) Restricted Payments may be made from the proceeds, not required for to be applied to pay other Indebtedness, of the issuance of new Capital Stock to a Person that is not the Borrower or any Restricted a Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fviii) other Restricted Payments may be made not to exceed $20,000,000 (or its equivalent in any other currency) in the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromaggregate.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Intereststo the Borrower and to wholly owned Subsidiaries (and, in each the case ratably of a Restricted Payment by a non-wholly owned Subsidiary, to the holders Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Equity InterestsSubsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other common Equity Interests of Equity Interestssuch Person; (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with purchase, redeem or otherwise acquire shares of its common stock option plans or other compensation common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesother common Equity Interests; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for Payments so long as (i) the Borrower Material Debt Documents then outstanding, if any, would permit such Restricted Payment, (ii) after giving effect to such Restricted Payments (and any other transaction (including any incurrence, assumption or repayment of any Restricted Subsidiary is a REITIndebtedness) in connection therewith), the Borrower and its Subsidiaries shall have at least $50,000,000 of available Liquidity and (iii) if, after giving effect thereto, either (A) the Restricted Subsidiaries may make any Restricted Payment; provided that Consolidated Senior Secured Leverage Ratio calculated on a Pro Forma Basis for the applicable Reference Period would be less than 2.25:1.00 or (B) the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters made pursuant to this subclause (iii)(B) would be less than the sum of (1) $100,000,000 in the aggregate since the Closing Date plus (2) up to 100% of the Borrower, such amount as may be required for Net Cash Proceeds from the sale or issuance by the Borrower or of any Restricted Subsidiaryof its Equity Interests since the Closing Date plus (3) 50% of the Consolidated Net Income since September 30, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on 2016; (e) the Borrower and its Subsidiaries may make Restricted Payments on or any Restricted Subsidiary; andpromptly after the Closing Date in connection with the Transactions; (f) the Borrower and the Restricted its Subsidiaries may make incur Indebtedness pursuant to Section 7.02(c) (including refinancings thereof); and (g) dividends on the common stock or common Equity Interests of the Borrower, or any Restricted Payment so long as no Default share repurchases of the common stock or Event common equity interests of Default shall have occurred and be continuing or would result therefromthe Borrower, in an aggregate amount not to exceed $20,000,000 in any fiscal year.

Restricted Payments. The Borrower will not, and will shall not permit any Restricted Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur permit any obligation (contingent or otherwise) of the Restricted Subsidiaries so to do sodo, except that: that (ai) the Borrower or any of the Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interestsequity securities payable solely in additional shares of such equity securities, (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or make any of the other Restricted Payments Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in respect clause (vi) of its Equity Intereststhe definition of “Indebtedness” contained herein and permitted by Section 7.1, in each case ratably to the holders of such Equity Interests; (biv) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; preferred equity securities, (cv) if at the Borrower may make Restricted Payments pursuant to time thereof and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to immediately after giving effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as thereto no Default or Event of Default shall have occurred and be continuing continuing, the Borrower may declare and pay, and agree to declare and pay, directly or would result therefromindirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower will not, and will not permit Make any Restricted 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 soPayments, except thatas follows: (a) any Restricted Subsidiary (i) Borrowers may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with capital stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is or (ii) a REIT, the Subsidiary may pay dividends or other distributions to any Borrower and the Restricted Subsidiaries may make any Restricted Paymentor to another Subsidiary; provided that the aggregate amount total of all such Restricted Payments do dividends or other distributions to Subsidiaries which are not exceedGuarantors shall not exceed $300,000 over the life of this Agreement, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as and provided further that if (1) a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom(2) the Leverage Ratio (determined on a pro forma basis after giving effect to such transaction) is greater than 2.00 to 1.00, no such dividends or other distributions shall be paid by any Guarantor to any Subsidiary which is not also a Guarantor; provided, however, that this clause (a) shall not restrict dividends or other distributions from Subsidiaries which are not Guarantors to other Subsidiaries which are not Guarantors; (b) any Borrower may distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such shareholder rights plan; (c) any Borrower may make Restricted Payments in connection with or pursuant to any of its (i) Employee Benefits Plans or in connection with the employment, termination or compensation of its service providers, employees, officers or directors, and (ii) to repurchase Equity Securities of a Borrower which a shareholder is selling whether such repurchase is pursuant to a repurchase right or otherwise, provided, however, that with respect to (c)(ii) above, such Restricted Payments may not exceed $1,000,000 in the aggregate at any time there are Outstanding Obligations; and Adesto Technologies Corporation Credit Agreement (d) any Subsidiary of any Borrower may declare or pay any ratable dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to shareholders not otherwise permitted hereunder, provided that (i) the aggregate amount paid or distributed in any period of four consecutive quarters (excluding any amounts covered by subsection (b) above) does not exceed 5% of Consolidated Tangible Net Worth as determined as of the fiscal quarter immediately preceding the date of determination; and (ii) when combined with the amount of all purchases of Equity Securities made under Section 7.06(e), the total of all such dividends, purchases or redemptions shall not exceed the sum of $100,000 in the aggregate over the life of this Agreement; provided, further, that the provisions of this clause (f), shall not restrict any Subsidiary from declaring or paying dividends to any Borrower or to any wholly owned Subsidiary of Borrower.

Restricted Payments. The Borrower will Holdings shall not, and will not nor shall it permit any Restricted Subsidiary to, declare 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: (a) any Restricted each Subsidiary of the Borrower may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other 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 their respective holdings of the type of Equity Security in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower Holdings and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other common Equity Securities of Equity Interestssuch Person; (c) Holdings may distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower may make Restricted Payments pursuant 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 accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, an aggregate amount for directors, officers or employees of the Borrower and the Restricted Subsidiaries; this clause (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required not to effect a REIT Conversion, including, exceed $5,000,000 for the avoidance each fiscal year of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Holdings; (e) for so long as the Borrower may make (i) any mandatory or scheduled payment on the First Lien Notes, Subscription Receipts, Senior Secured Notes or other Subordinated Indebtedness, and (ii) any optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the Borrower or any Restricted Subsidiary that is a REITotherwise permitted hereunder, (B) the Borrower Senior Secured Notes and (C) the Restricted Subsidiaries may make any Restricted PaymentFirst Lien Notes; provided that in the aggregate amount case of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of this clause (ii) after giving effect thereto the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andPayment Conditions are satisfied; (f) the Borrower and the Restricted Subsidiaries 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 Payment 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 shares so long as redeemed or repurchased does not exceed $2,500,000 in the aggregate in any fiscal year; (ii) that consist of the 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 exercise of stock options if such stock represents a portion of the exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in the case of each of (A) and (B), other than cash payments in lieu of fractional shares upon conversion, both immediately prior and after giving effect to any such payment, (x) no Default or Event of Default shall have occurred and be continuing or would result therefromtherefrom and (y) the Payment Conditions are satisfied), and (ii) the Borrower 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 redemption of such rights; (j) any release of the proceeds 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. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary the Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsBorrower; (b) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may declare enter into and pay dividends with respect to its Equity Interests payable solely in shares consummate transactions otherwise expressly permitted by any provision of Equity InterestsSection 7.08; (c) payments made or expected to be made by the Borrower or any of its Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) no Borrowing Base Deficiency exists or would be caused thereby and (iii) such Restricted Payment is not made during an Interim Borrowing Base Restriction Period; (d) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be continuing is continuing, (ii) that no Borrowing Base Deficiency exists or would result therefrombe caused thereby, (iii) both before and after giving effect to such Restricted Payment, the Borrower would be in Pro Forma Compliance with the Financial Performance Covenants and (iv) and such Restricted Payment is not made during an Interim Borrowing Base Restriction Period; and (e) the Borrower may make Restricted Payments to any direct or indirect parent of the Borrower: (i) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain its corporate existence; and (ii) the proceeds of which shall be used to make distributions to any member in an aggregate amount in respect of each calendar year that is not in excess of the product of (x) the amount of net taxable income allocated to such member (net of (i) cumulative taxable losses allocated to the member for any taxable period and not previously taken into account and (ii) any depletion calculated at the member level, utilizing the cost depletion method), whether such income is treated as a distributive share of the income of a Borrower or as a “guaranteed payment,” or otherwise, multiplied by (y) the Presumed Tax Rate for such period.

Restricted Payments. The Borrower Capri Holdings will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower Capri Holdings may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower Capri Holdings may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower Company and its Subsidiaries (including, without limitation, redemptions or repurchases of Equity Interests (i) deemed to occur upon exercise of options or warrants or similar rights by the Restricted Subsidiaries; delivery of Equity Interests in satisfaction of the exercise price such options or warrants or similar rights or (ii) in consideration of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing)), (d) the Borrower Capri Holdings and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted its Subsidiaries may make any Restricted Payment so long as prior to making such Restricted Payment and after giving effect thereto (i) no Default or Event of Default shall have has occurred and be is continuing or would result therefromoccur and (ii) on a Pro Forma Basis the Leverage Ratio as at the last day of the most recently ended fiscal quarter of Capri Holdings for which financial statements are available does not exceed 3.75 to 1.00, and (e) Capri Holdings and its Subsidiaries may make other Restricted Payments so long as prior to making such Restricted Payment and after giving effect thereto no Event of Default has occurred and is continuing or would occur; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (ef) shall not exceed $25,000,000 during any fiscal year of Capri Holdings; provided, that no Restricted Payments may be made pursuant to clause (d) or (e) of this Section 6.07 during the Covenant Relief Period.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Restricted Subsidiary 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: (a) any Restricted each Subsidiary of the Borrower may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares common Equity Interests of Equity Interestssuch Person; (c) redemptions or repurchases of Equity Interests in the Borrower may make Restricted Payments from employees and former employees; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this clause (c) in any Fiscal Year shall not exceed $2,000,000 and in accordance with stock option plans (y) after giving effect to any such redemption or other compensation repurchase on a Pro Forma Basis, no Default or benefit plans approved by the Borrower’s board Event of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted SubsidiariesDefault shall exist; (d) Restricted Payments consisting of announced dividends that satisfied the Borrower and conditions of any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for other clause of this Section 8.4 at the avoidance time of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)announcement thereof; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the making by the Borrower of quarterly dividend payments in respect of common stock of the Borrower in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; (f) Restricted Payments consisting of dividends paid by Zephyr Acquisition Company to Heritage Property & Casualty Insurance Company as a holder of preferred Equity Interests pursuant to the terms of a consent order issued by an applicable Insurance Regulatory Authority; and (g) other Restricted Payments, so long as: (i) no Default or Event of Default exists or would result therefrom; (ii) on a Pro Forma Basis after giving effect to any such Restricted Payment, the Consolidated Leverage Ratio is at least 0.25:1.00 (a “quarter turn”) less than the Consolidated Leverage Ratio required for the period of four (4) Fiscal Quarters most recently ended; and (iii) after giving effect to any such Restricted Payment, there remains at least Twenty-Five Million Dollars ($25,000,000) of Liquidity.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatother than: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interestsan amount, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends together with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such all other Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, made pursuant to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and this clause (fa) by the Borrower and its Restricted Subsidiaries after the Effective Date not to exceed the Restricted Subsidiaries may make Payment Applicable Amount; provided, that, solely with respect to the application of any portion of the Restricted Payment Applicable Amount utilized under paragraph (b) of the definition thereof towards any Restricted Payment so long as Dividend Payment, no Default or Event of Specified Default shall have occurred and be continuing or would result therefrom. (b) Section 6.03(a) will not prohibit: (i) [reserved]; (ii) (A) the redemption, repurchase, retirement or other acquisition of any (1) Capital Stock (“Treasury Capital Stock”) of the Borrower or a Restricted Subsidiary or any Restricted Debt, or (2) Capital Stock of any direct or indirect parent company of the Borrower, in the case of each of clause (1) and (2), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of, Capital Stock of the Borrower, or any direct or indirect parent company of the Borrower to the extent contributed to the capital of the Borrower or a Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 6.03(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Capital Stock of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; (iii) the payment, defeasance, redemption, repurchase, refinancing or other acquisition or retirement of Subordinated Indebtedness of the Borrower or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01 so long as: (A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness; (B) such new Indebtedness is subordinated in right of payment to the Obligations at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, defeased, redeemed, repurchased, acquired or retired for value; (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired; and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired; (iv) Restricted Payments in respect of the repurchase, retirement or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent companies held by any future, present or former director, officer, employee, member of management or consultant of the Borrower, any of its subsidiaries or any of their respective direct or indirect parent companies (or their respective estates, heirs, family members, spouses or former spouses); provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year $85,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $125,000,000); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (A) the cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Borrower and, to the extent contributed to the capital of the Borrower, Capital Stock of any of the direct or indirect parent companies of the Borrower, in each case to directors, officers, employees, members of management or consultants of the Borrower, any of its subsidiaries or any of their respective direct or indirect parent companies (or their respective estates, heirs, family members, spouses or former spouses) since the Original Closing Date (other than Capital Stock the proceeds of which are used to fund the Transactions), to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of Restricted Payment Applicable Amount pursuant to Section 6.03(a); plus (B) the cash proceeds of key person life insurance policies received by the Borrower or any of its Restricted Subsidiaries after the Original Closing Date; less (C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iv); and provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from directors, officers, employees, members of management or consultants of the Borrower, any of its subsidiaries or its direct or indirect parent companies in connection with a repurchase of Capital Stock of the Borrower or any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Agreement; (v) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Borrower or any of its Restricted Subsidiaries issued in accordance with Section 6.01; (vi) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Borrower or any of its Restricted Subsidiaries after the Original Closing Date; provided, that the amount of dividends paid pursuant to this clause (A) shall not exceed the aggregate amount of cash actually received by the Borrower or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

Restricted Payments. The Borrower will not, shall not (and will shall not suffer or permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, ) make any Restricted Payment, or incur Payment to any obligation (contingent or otherwise) to do soPerson, except that: (a) the Borrower and its Subsidiaries may declare and pay dividends on its Stock solely in the same class of Stock of such Person; (i) any Restricted Domestic Subsidiary of the Borrower may declare and pay dividends or return capital or make any other distribution on its Stock or make payments on any Debt, in each instance, to the Borrower or any other direct or indirect wholly-owned Domestic Subsidiary of the Borrower (other than a Domestic Excluded Subsidiary), and (ii) any Foreign Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, return capital or make any other Restricted Payments in respect of distribution on its Equity InterestsStock or make payments on any Debt, in each case ratably instance, to the holders Borrower or any other Subsidiary of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity InterestsBorrower; (c) the Borrower may make Restricted Payments pursuant to (i) repurchase shares of its common stock or options for such shares or (ii) declare and pay dividends on its Stock in accordance with stock option plans or other compensation or benefit plans approved by cash, provided, in each case, that (1) the Borrower’s board of directors, or any committee thereof, for directors, officers or employees daily average of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, Net Liquidity Availability for the avoidance of doubt, any Restricted Payment necessary to satisfy 90-day period immediately preceding the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount date of such Restricted Payments do not exceedrepurchase or dividend shall be at least $30,000,000, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f2) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing as of the date of such repurchase or dividend (both before and after giving effect thereto), and (3) the aggregate amount of such repurchases and dividends shall not exceed $7,500,000 in any twelve-month period; and (d) SFC may make Restricted Payments to the Borrower to pay SFC’s obligations under the Ancillary Services and Lease Agreement, and SFC may make Restricted Payments to the Borrower pursuant to the Receivables Funding Documents; provided, however, that the Restricted Payments described in clauses (a) and (c) above shall not be permitted if either a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any Restricted Subsidiary the Borrower may declare and pay dividends or (i) make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect the form of Equity Interests (other than Disqualified Equity Interests) of the Borrower and (ii) redeem in whole or in part any of its Equity Interests, in each case ratably to the holders Interests for another class of such Equity Interests (other than Disqualified Equity Interests) of the Borrower; (b) the Borrower may declare and pay dividends with respect to make repurchases or redemptions of its Equity Interests payable solely issued to directors, officers, or employees of the Borrower or any Subsidiary in shares an amount not exceeding $750,000 in the aggregate for any Fiscal Year (with no carryover of Equity Interestsunused amounts to subsequent Fiscal Years); provided no Event of Default shall have occurred and be continuing or would result therefrom; (c) each Loan Party and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (d) a Restricted Subsidiary may pay dividends (or, in the case of any partnership or limited liability company, any similar distribution) to the holders of its Equity Interests on a pro rata basis; (e) the Borrower may repurchase, redeem or retire its Equity Interests in an aggregate amount [***] following the Closing Date and thereafter with the prior written consent of the Required Lenders; provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Loan Parties shall be in pro forma compliance with the financial covenants in Section 7.01 for the relevant period ended immediately prior to the proposed date of such Restricted Payment after giving effect to such Restricted Payment; and (f) the Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or management and employees of the Borrower and the Restricted its Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments. The Borrower will not, Lessee shall not and will shall not permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectlyindirectly (i) declare or pay any dividend or make any distribution on account of Lessee's or any Subsidiary's Equity Interests (other than (x) dividends or distributions payable in Equity Interests (other than Disqualified Interests) of Lessee, (y) dividends or distributions payable to Lessee or a Wholly-Owned Subsidiary of Lessee that is a Guarantor or (z) distributions or dividends payable pro rata to all holders of Capital Interests of any such Subsidiary); (ii) purchase, redeem, call or otherwise acquire or retire for value any Equity Interests of Lessee or any Subsidiary or other Affiliate of Lessee (other than, subject to compliance with Section 5.37, any such Equity Interests owned by a Wholly-Owned Subsidiary of Lessee that is a Guarantor); (iii) make any investment other than a Permitted Lessee Investment; or (iv) prepay, purchase, redeem, retire, defease or refinance the 1998 Fixed Rate Senior Notes (all payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), except to the extent that, at the time of such Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Lease Default or Lease Event of Default shall have occurred and be continuing or would result therefromoccur as a consequence thereof and each of the representations and warranties of Lessee set forth herein is true on and as of the date of such Restricted Payment both before and after giving effect thereto; and (b) the Fixed Charge Coverage Ratio of Lessee for Lessee's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Restricted Payment is made, calculated on a pro forma basis as if such Restricted Payment had been made at the beginning of such four-quarter period, would have been more than 2.25 to 1; and (c) such Restricted Payment (the amount of any such payment, if other than cash, to be determined by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution in an officer's certificate signed by a Responsible Officer and delivered to Agent), together with the aggregate of all other Restricted Payments (other than any Restricted Payments permitted by the provisions of clause (ii) of the penultimate paragraph of this Section 5.28) made by Lessee and its Subsidiaries in the fiscal quarter during which such Restricted Payment is made shall not exceed an amount equal to (x) Available Cash of Lessee for the immediately preceding fiscal quarter plus (y) the lesser of (i) the amount of any Available Cash of Lessee during the first 45 days of such fiscal quarter and (ii) the excess of the aggregate amount of Credit Agreement Loans that Lessee could have borrowed over the actual amount of Credit Agreement Loans outstanding, in each case as of the last day of the immediately preceding fiscal quarter; and (d) such Restricted Payment (other than (x) Restricted Payments described in clause (i) of the first paragraph of this Section 5.28 made during the fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (y) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 5.28) the amount of which, if made other than with cash, to be determined in accordance with clause (c) of this Section 5.28 shall not exceed an amount equal to (1) Consolidated Cash Flow of Lessee and its Subsidiaries for the period from and after October 31, 1996 through and including the last day of the fiscal quarter ending immediately preceding the date of the proposed Restricted Payment (the "Determination Period"), minus (2) the sum of Consolidated Interest Expense of Lessee and its Subsidiaries for the Determination Period plus all capital expenditures (other than Growth-Related Capital Expenditures and net of capital asset sales in the ordinary course of business) made by Lessee and its Subsidiaries during the Determination Period plus the aggregate of all other Restricted Payments (other than (x) Restricted Payments described in clause (i) of the first paragraph of this Section 5.28 made during the fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (y) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 5.28) made by Lessee and its Subsidiaries during the period from and after October 31, 1996 through and including the date of the proposed Restricted Payment, plus (3) $30,000,000, plus (4) the excess, if any, of consolidated working capital of Lessee and its Subsidiaries at July 31, 1996 over consolidated working capital of Lessee and its Subsidiaries at the end of the fiscal year immediately preceding the date of the proposed Restricted Payment, minus (5) the excess, if any, of consolidated working capital of Lessee and its Subsidiaries at the end of the fiscal year immediately preceding the date of the proposed Restricted Payment over consolidated working capital of Lessee and its Subsidiaries at July 31, 1996. For purposes of this subsection 5.28(d), the calculation of Consolidated Cash Flow shall give pro forma effect to Acquisitions (including all mergers and consolidations), Asset Sales and other dispositions and discontinuances of business or assets that have been made by such Person or any of its Subsidiaries during the reference period or subsequent to such reference period and on or prior to the date of calculation of Consolidated Cash Flow assuming that all such Acquisitions, Asset Sales and other dispositions and discontinuances of businesses or assets had occurred on the first day of the reference period. The foregoing provisions will not prohibit (i) the payment of any distribution within 60 days after the date on which Lessee becomes committed to make such distribution, if at said date of commitment such payment would have complied with the provisions of this Agreement; and (ii) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Lessee in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of Lessee) of other Equity Interests of Lessee (other than any Disqualified Interests). Not later than the date of making any Restricted Payment, the General Partner shall deliver to Agent an officer's certificate signed by a Responsible Officer stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 5.28 were computed, which calculations may be based upon Lessee's latest available financial statements.

Restricted Payments. The Borrower will Loan Parties shall not, and will not nor shall any Loan Party permit any Restricted Subsidiary to, 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: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to the Borrower, any Facility Guarantor and any other Person that owns Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the Capital Stock of Equity Interestssuch Person; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans repurchase, retire, or other compensation otherwise acquire of Capital Stock of the Borrower from any former or benefit plans approved by present employee of the Borrower’s board Borrower or any of directorsits Subsidiaries, or any committee thereofof their respective estates, for directors, officers spouses or employees of the Borrower and the Restricted Subsidiariesformer spouses pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that amounts payable under this clause (c) do not exceed in any calendar year $25,000,000; (d) the Borrower and any Restricted Subsidiary may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Borrower or any Restricted Payment required to effect a REIT ConversionSubsidiary; provided, includinghowever, that any such cash payment shall not be for the avoidance purpose of doubt, any Restricted Payment necessary to satisfy evading the requirements limitations of Section 857(a)(2)(B) of the Code (or any successor provision)this Agreement; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower may issue and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiarysell its common Capital Stock; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so as long as no Default or Event of Default shall have occurred and be continuing hereof then exists or would result arise therefrom, the Loan Parties and their Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $50,000,000 in any Fiscal Year; and (g) Without duplication of, or aggregation with, any Restricted Payments permitted under any other clause of this SECTION 6.06, the Loan Parties and their Subsidiaries may make other Restricted Payments to the holders of their respective Capital Stock as long as the Payment Conditions are satisfied.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay declare or make, directly or indirectly, any Restricted Payment, or incur incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and pay dividends with respect to its Equity Interests payable solely in shares of Equity InterestsSubsidiaries; (c) to the extent the Borrower remains a pass-through entity, the Borrower may make Restricted Payments pursuant distributions to the Trust to permit the Trust to pay federal and in accordance with stock option plans or other compensation or benefit plans approved state income taxes then due and owing by the BorrowerTrust that are attributable to the Trust’s board ownership of directors, or any committee thereof, for directors, officers or employees Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the Restricted Subsidiariesamount of such distributions for the payment of taxes shall not be greater than the amount such taxes would have been had the Borrower not filed consolidated income tax returns with the Trust; (d) the Borrower and any Restricted Subsidiary the Portfolio Companies may make any Restricted Payment required pay Management Fees to effect a REIT Conversionthe Manager, including, and reimburse the Manager for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) its reasonable expenses incurred in connection with its management of the Code Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement and the other Management Fee Documents, each as in effect on the date hereof (provided, that (i) any amounts paid by the Borrower under the Management Fee Agreement shall be net of amounts paid by the Portfolio Companies to the Manager or any successor provisionits Affiliates pursuant to the Management Fee Documents to which the Portfolio Companies are party and (ii) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the aggregate amount applicable acquisition or sale and (ii) such fees have been approved by the board of such Restricted Payments do not exceed, for any four consecutive fiscal quarters directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect thereto and the Restricted Subsidiaries may make incurrence of any Restricted Payment so long as Indebtedness in connection therewith, (i) no Default or Event of Default shall have exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and be continuing (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which a Compliance Certificate has most recently been delivered to the Administrative Agent in accordance with this Agreement times 0.25, (ii) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such payment, (iii) no Event of Default exists or would result therefrom and (iv) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person.

Restricted Payments. The Borrower will shall not, and will not permit nor shall Parent or any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation ; provided that: ●(contingent or otherwisei) to do so, except that: (a) any Restricted Subsidiary Parent may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter(excluding any regular distributions to holders of preferred partnership units in Borrower and distributions necessary to pay holders of preferred stock of Parent) for each Rolling Period (commencing with the Rolling Period ending on December 31, 2024), or (y) the amount necessary for Parent to be able to make distributionsRestricted Payments required to maintain its Equity Interestsstatus as a REIT and to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, during the continuance of an Event of Default, (A) Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (y), and (B) no other cash distributionsRestricted Payments will be permitted; ●the Borrower may make Restricted Payments ratably to the holders of such its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; ●each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (b) ; ●Parent, the Borrower or any Guarantor may declare and pay make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; ●Parent, the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Subsidiary; ●so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; ●so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of this Agreement; and ●Parent may exercise any redemption or conversion rights with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees terms of the Borrower and governing documents setting out any such rights and, to the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect extent paid in cash from sources other than a REIT Conversion, including, for the avoidance concurrent offering of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) Equity Interests of the Code (or any successor provisionParent, subject to Section 8.25(a); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur return any obligation (contingent or otherwise) capital to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends its stockholders or make other distributions with respect any distribution of its Property to its Equity InterestsInterest holders, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests;except (bi) 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); (ii) Subsidiaries may declare and pay dividends or any other distributions to the Borrower or any Guarantor with respect to their Equity Interests; (ciii) the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; (div) the Borrower and any Restricted Subsidiary may make Restricted Payments in connection with the termination of its directors’ or employees’ option agreement or restricted stock agreements under any of Borrower’s incentive stock plans; provided, however, that the aggregate amounts paid in respect thereof do not exceed $2,500,000; (v) after January 1, 2023, the Borrower may make Restricted Payments so long as, after giving effect thereto, the Payment Conditions are satisfied; and (vi) so long as no Event of Default has occurred and is continuing, the Borrower may make Restricted Payments to the extent necessary to permit Holdings: ​ ​ (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses ) and franchise Taxes, and similar fees and expenses required to effect a REIT Conversionmaintain the organizational existence of Holdings, includingin each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of Holdings, in each case, to the extent attributable to the ownership or operations of Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any Restricted Payment necessary such amount, if any, that is attributable to satisfy the requirements ownership or operations of Section 857(a)(2)(B) any subsidiary of Holdings other than the Code (or any successor provisionBorrower and/or its Subsidiaries); (eB) for so long to discharge the consolidated, combined, unitary or similar U.S. federal, state or local Tax liabilities of Holdings and its subsidiaries when and as due, to the extent such liabilities are directly attributable to the income of the Borrower or and/or any Restricted Subsidiary is a REIT, of the Borrower and the Restricted Subsidiaries may make any Restricted PaymentBorrower; provided that the aggregate amount of any such Restricted Payments do payment in respect of any taxable year does not exceedexceed the amount of Taxes that the Borrower and/or its applicable Subsidiary would have paid as standalone companies or as a standalone group taking into account any available deductions, losses and credits; (C) to pay audit and other accounting and reporting expenses of Holdings to the extent such expenses are attributable to the Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any four consecutive fiscal quarters such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (D) to pay any insurance premium that is payable by, or attributable to, Holdings and/or its subsidiaries that is payable by Holdings (but excluding, for the avoidance of doubt, the portion of any such premium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (E) to pay (x) reasonable fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) permitted hereunder and (y) charges related to compliance with the provisions of the Borrower, such amount as may be required for the Borrower or any Restricted SubsidiarySecurities Act of 1933, as applicableamended and the Securities Exchange Act of 1934, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiaryamended; and (fF) to pay reasonable and customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of Holdings to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and and/or its Subsidiaries, in the Restricted Subsidiaries may make any Restricted Payment case of each of the foregoing clauses (A) through (F), so long as no Default or Event Holdings applies the amount of Default shall have occurred and be continuing or would result therefromany such Restricted Payment for such purpose.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect each of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower and its Subsidiaries may declare and pay dividends with respect to its Equity Interests Capital Stock payable solely in additional shares of Equity Interests; the same class of Capital Stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock and may make other Restricted Payments to the Borrower or any other Subsidiary, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other compensation or benefit plans approved by the Borrower’s board of directorsfor management, employees, directors or any committee thereof, for directors, officers or employees consultants of the Borrower and the Restricted its Subsidiaries; , (d) the Borrower may declare and any Restricted Subsidiary may make any Restricted Payment required pay dividends on the common stock of the Borrower made in the ordinary course of business at a rate per share not to effect a REIT Conversionexceed the rate most recently utilized prior to the Effective Date so long as, includingat the time of declaration of such dividend, (i) no Event of Default shall be in existence and (ii) either (A) the Borrower has Borrower Debt Ratings of BBB or better from S&P and Baa2 or better from Moody's, in each case on stable watch or the equivalent or (B) Cons▇▇▇▇▇▇▇d Operating Income shall have equaled at least $1,800,000,000 for the avoidance most recent period of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters for which the relevant financial information is available (as certified by the Borrower to the Administrative Agent), (e) the Borrower may pay cash dividends on preferred Capital Stock of the BorrowerBorrower issued in capital markets transactions to the extent provided to be made in cash by the terms thereof so long as, before such amount as may payment and after giving effect thereto, no Event of Default shall be required for the Borrower or any Restricted Subsidiaryin existence, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower may exchange the Redeemable Convertible Preferred Stock for Convertible Subordinated Debentures as provided in the Certificate of Designations, (g) the issuer of the Trust Preferred Securities may distribute the Convertible Subordinated Debentures as described in the Trust Preferred Offering Memorandum, (h) in connection with the conversion of any Redeemable Convertible Preferred Stock, Trust Preferred Securities or Convertible Subordinated Debentures into common stock of the Borrower pursuant to the terms thereof, the Borrower may pay cash instead of issuing "fractional shares" of its common stock and (i) the Restricted Subsidiaries Borrower may make any Restricted Payment so long as no Default payment or Event of Default shall have occurred and repurchase permitted to be continuing or made under Section 6.08(b) if, after giving effect to such payment, the Borrower would result therefrombe in compliance with the financial covenant set forth in Section 7.01.

Restricted Payments. The Borrower Each Loan Party will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided provided, that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount so long as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andit is permitted by law, (fa) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Loan Parties shall be permitted to consummate the purchase, redemption, retirement or other acquisition for value of Equity Interests in Parent held by employees, officers or directors or by former employees, officers or directors of Parent or any of its Subsidiaries (or their 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 $3,000,000 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 (a) may not exceed $5,000,000 in any calendar year, (b) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Parent may make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, (c) direct or indirect wholly-owned Subsidiaries of Parent may make dividends and distributions to the Loan Party that is the direct owner of the equity of such wholly-owned Subsidiary, (d) so long as no Event of Default would result therefrom, issuances of Qualified Equity Interests by Parent to the ESOT in satisfaction of any employer contribution obligation under the ESOP; (e) Parent may pay quarterly dividends to the holders of its Equity Interests in an amount not to exceed $2,000,000 in any fiscal quarter, so long as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to 6.00 to 1.00, or (f) any Restricted Payments so long as the Payment Conditions are satisfied.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Loan Parties and 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 its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common or subordinated Equity Interests of such Person and the Borrower may issue common Equity Interests upon the conversion of subordinated Equity Interests; (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire its Equity Interests with stock option plans the proceeds received from the substantially concurrent issue of new common or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariessubordinated Equity Interests; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required Payments to effect a REIT Conversion, including, for Holdings on the avoidance Closing Date as described in “Use of doubt, any Restricted Payment necessary to satisfy Proceeds” in the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Registration Statement; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make Restricted Payments with respect to any Restricted Payment; provided that the fiscal quarter in an aggregate amount of not to exceed Available Cash with respect to such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andquarter; (f) the Borrower and the Restricted Subsidiaries may make Restricted Payments to holders of convertible Indebtedness permitted pursuant to Section 7.02(h), payable solely in the common or subordinated Equity Interests of the Borrower; and (g) the Borrower may make Restricted Payments in connection with awards issued under any Restricted Payment so long as no Default term incentive compensation plan by accepting forfeitures or Event holding back any portion of Default shall have occurred and be continuing the Equity Interests underlying any such award in exchange for (i) satisfying any recipient tax obligation due upon the vesting of (or would result therefromlapse of restrictions upon) such award or (ii) waiving the payment of any exercise price in connection with the exercise of any such award.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or, solely in the case of Subsidiaries issue or sell any Equity Interests or accept any capital contributions, except that, so long as (x) with respect to each clause (a) through (g) below, no Default or Event of Default has occurred and is continuing at the time of any action described therein or would result therefrom, and (y) with respect to each clause (d) through (f) below, the Borrower has achieved the Restricted Payments Milestone and the Restricted Payment Conditions have been satisfied at the time of making such Restricted Payment: (a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests 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; (b) the Borrower and each Subsidiary may declare and pay dividends make dividend payments or make other distributions with respect to its payable solely in Qualified Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders Interests of such Equity InterestsPerson; (bc) any Subsidiary may issue or sell any Qualified Equity Interest to the Borrower or Subsidiary if any related or resulting Investment would otherwise be permitted under Section 7.03; (d) the Borrower may redeem, repurchase or acquire Qualified Equity Interests of the Borrower issued to employees, consultants, agents, officers and directors of the Borrower, provided that the aggregate amount of all such redemptions do not exceed $500,000 during any fiscal year; (e) the Borrower may declare and pay dividends with respect to on its Qualified Equity Interests payable solely in shares of Equity Interestsan aggregate amount not to exceed $2,500,000 in any fiscal year; (cf) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by repurchase Qualified Equity Interests of the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of all such Restricted Payments redemptions do not exceed, for exceed $5,000,000 in any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiaryyear; and (fg) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromissue Qualified Equity interests.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option compensation plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; , (d) any Receivables Entity may declare and pay dividends or other distributions to the Borrower or any wholly-owned Subsidiary thereof, (e) the Borrower and any Restricted each Subsidiary may make any Restricted Payment required to effect a REIT Conversionpurchase, including, for redeem or otherwise acquire its Equity Interests with the avoidance proceeds received from the substantially concurrent issuance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount Equity Interests of such Restricted Payments do not exceedPerson, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower may declare and pay dividends in respect of its Equity Interests if, as of the Restricted Subsidiaries may make date of the payment of such dividends and after giving effect to the payment thereof and any Restricted Payment so long as Indebtedness incurred in connection therewith, no Default or Event of Default shall have has occurred and be is continuing or would result therefromand: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, or (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate amount of dividends paid under the permissions of this clause (f) during any fiscal year shall not exceed an amount equal to the greater of (A) $40,000,000, or (B) 25% of the Borrower’s Consolidated Net Income for the preceding fiscal year, and (g) in addition to the dividends permitted by clause (f) and the other Restricted Payments permitted by this Section 6.08, the Borrower may make other Restricted Payments (including repurchase of the Borrower’s Equity Interests) if, as of the date of the payment of such Restricted Payment and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, and (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate cash amount of all Restricted Payments made under the permissions of this clause (g) during the then current fiscal year shall not exceed an amount equal $40,000,000.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to the Borrower, any Subsidiaries of the Borrower (provided that if the Subsidiary making such Restricted Payment is a 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 type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (cd) the Borrower and each Subsidiary may make Restricted Payments made to shareholders of any Person (other than an Affiliate of the Borrower) acquired by merger pursuant to an acquisition permitted under this Agreement; (e) the Borrower and each Subsidiary may make Restricted Payments not otherwise permitted under this Section 7.06 (other than Restricted Payments consisting of divisions, lines of business or the stock of Subsidiaries); provided that on a Pro Forma Basis the Borrower’s Consolidated Net Leverage Ratio shall be less than 3.50:1.00 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01; (f) 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 Payment does not exceed the Available Amount at such time; (h) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (i) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, agreements for directors, officers or employees of the Borrower and its Subsidiaries that are approved in good faith by the Restricted Subsidiariesboard of directors of the Borrower; (dj) the Borrower may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (k) subject to Section 7.14, the Borrower or any of its Subsidiaries may make Restricted Payments contemplated by the Separation; and (l) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted its Subsidiaries may make any Restricted Payment; provided that payments of amounts due and payable pursuant to the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of Tax Matters Agreement between Ashland Global and Valvoline entered into in connection with the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromSeparation.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other 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 type of Capital Stock in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower Parent and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the Capital Stock of Equity Interestssuch Person; (c) the Borrower Parent and each Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire Capital Stock issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariescommon Capital Stock; (d) as long as no Default shall have occurred and be continuing, the Borrower Parent and any Restricted Subsidiary its Subsidiaries may make Restricted Payments to the holders of its Capital Stock to the extent not prohibited by any Restricted Payment required to effect a REIT ConversionSenior Notes Indenture, includingprovided, for that if at such time no Senior Notes are outstanding, “Senior Notes Indenture” shall mean the avoidance of doubtOriginal 2027 Indenture, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) Original 2029 Indenture or the New Indenture, as the case may be, under which the last of the Code (or any successor provision)Senior Notes to have been outstanding were issued, as in effect at the time that such Senior Notes ceased to be outstanding; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may Parent shall be permitted to make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do to the holders of its Capital Stock and during any fiscal year in an amount not exceed, to exceed the FFO Distribution Allowance for any four consecutive such fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiaryyear; and (f) the Borrower shall be permitted to make Restricted Payments in cash to the Parent and its other limited partners, in each 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, (y) prevent the imposition of any income or excise taxes imposed on Parent pursuant to Sections 857(b) or 4981 of the Code or similar provisions of applicable law, or (z) pay any special or extraordinary tax liabilities of the Parent then due (after taking into account any losses, offsets and credits, as applicable), and the Parent shall be able to distribute such Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromPayments to its equity holders.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower or otherwiseany of its Subsidiaries) to do so, except that: (a) any Restricted Subsidiary each Loan Party may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Intereststo any other Loan Party, in and each case ratably Subsidiary that is not a Loan Party may declare and make Restricted Payments to the holders of such Equity Interestsany other Subsidiary that is not a Loan Party; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other Restricted Payments payable solely in shares of Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Borrower and any Subsidiary may make cash dividends, distributions or other Restricted Payments pursuant to paid on the Equity Interests of the Borrower or such Subsidiary; provided, for the purpose of this clause (c) that (x) no Default or Event of Default has occurred and in accordance with stock option plans is continuing at the time such dividend, distribution or other compensation Restricted Payment is declared or benefit plans approved paid and (y) with respect to distributions by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and Loan Parties shall be in compliance at such time on a Pro Forma Basis with the Restricted Subsidiariesfinancial covenants set forth in Section 8.11; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Permitted Tax Distributions; (e) for so long as (i) (x) Wyoming may make a one-time Restricted Payment to Wyoming Co. of $11,500,000 and (y) Wyoming Co. may make a Restricted Payment of all or a portion of the proceeds of such Wyoming Co. Dividend to its equityholders (which proceeds may subsequently be paid or transferred pursuant to Restricted Payments by such equityholders (and each successive holder thereabove) until a Restricted Payment of such proceeds are made to Persons who hold Equity Interests in the Borrower or any Restricted Subsidiary is a REITWyoming Co.) (collectively, the Borrower “Wyoming Co. Dividend”), and the Restricted Subsidiaries (ii) (w) Wyoming may make any a one-time Restricted Payment; provided that Payment to its equityholders of $91,500,000 on or before July 23, 2013, (x) the aggregate amount Borrower may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to OCI Holdings and (y) OCI Holdings may make a Restricted Payments do not exceed, for any four consecutive fiscal quarters Payment of all or a portion of the Borrowerproceeds of such Special Dividend to Chemical (which proceeds may subsequently be paid, such amount as may be required for distributed or transferred by Chemical to its direct and/or indirect equityholders) (collectively, the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary“Special Dividend”); and (f) the Borrower and the Restricted Subsidiaries may make any a Restricted Payment so long as no Default of the proceeds from the IPO to the holder of Equity Interests of the Borrower (which proceeds may subsequently be paid, distributed or Event transferred by such holder to its direct and/or indirect equityholders) in each case made within sixty (60) days after the date of Default shall have occurred and be continuing or would result therefromthe IPO (collectively, the “IPO Distribution”).

Restricted Payments. The Borrower will not, and nor will not it permit any Restricted 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 thatexcept: (a) any the Borrower may make Restricted Subsidiary may declare and pay dividends or make other distributions Payments with respect to its Equity Interests, Interests or make other Restricted Payments in with respect of its to Equity InterestsEquivalents, in each case ratably to the holders of such case, payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests); (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower Subsidiaries may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option or stock ownership plans, employment agreements, incentive plans or other compensation or benefit plans approved by the Borrower’s board Board of Directors for management, directors, or any committee thereof, for former directors, officers or employees and former employees of the Borrower and the Restricted Subsidiaries; (dc) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted its Subsidiaries may make any Restricted PaymentPayments; provided that (x) on a Pro Forma Basis the aggregate amount Leverage Ratio as of such Restricted Payments do not exceed, for any four consecutive fiscal quarters the last day of the Borrower’s most recently ended fiscal quarter for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01 would be equal to or less than 3.0 to 1.0 and (y) at the time of any such payment, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (d) the Borrower and its Subsidiaries may make additional Restricted Payments not otherwise permitted by this Section 6.06 in an aggregate amount not exceeding $150,000,000; (e) the Borrower and its Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests or options in exchange for (or out of the proceeds of a substantially concurrent offering of) Qualified Equity Interests of the Borrower or newly issued options to acquire Equity Interests of the Borrower; (f) [reserved]; (g) the Borrower or any Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests within 180 days of any Acquisition which was funded in whole or in part through the issuance of Qualified Equity Interests to the sellers of the business acquired in such Acquisition so long as the amount expended does not exceed the current market value (as determined in good faith by the Borrower) of the Qualified Equity Interests issued to such sellers in such Acquisition; and (h) the Borrower may make ordinary cash dividends on any Equity Interests of the Borrower.

Restricted Payments. The Borrower will not, and Borrowers will not permit any Restricted 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversionat any time, includingprovided that, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as at the Borrower or any Restricted Subsidiary is a REITtime thereof, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceedafter giving effect thereto, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) the Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of such period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make payments in cash in respect of Management Fees to the extent permitted under Section 8.11 hereof; (c) the Borrowers may make payments in cash in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; and (d) the Borrowers may make payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and issuance being collectively called “Permitted Transactions”), so long as (i) in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (ii) after giving effect to any Permitted Transaction during any fiscal quarter (the “current fiscal quarter”) and to the making of any Capital Expenditures pursuant to Section 8.12(b) hereof during the current fiscal quarter, the Borrowers would result therefrom.(as at the last day of the most recent fiscal quarter immediately prior to the current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof, the determination of such compliance to be determined as if

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any each Restricted Subsidiary may declare make Restricted Payments to the Borrower and pay dividends or make other distributions with respect to its Equity Interests, or make any other Restricted Payments in respect of its Equity InterestsSubsidiaries (and, in each the case ratably of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the holders Borrower or any such other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably according to their relative ownership interests of the relevant class of Equity InterestsInterests or as otherwise required by the applicable Organization Documents); (b) the Borrower and each of the Restricted Subsidiaries may (i) declare and pay dividends with respect to its make Restricted Payments payable in the form of Equity Interests payable solely in shares (other than Disqualified Equity Interests not otherwise permitted to be incurred under Section 7.03) of such Person and (ii) issue common Equity InterestsInterests upon conversation of any Convertible Stock; (c) the Borrower may make Restricted Payments pursuant to and made in accordance connection with stock option plans any working capital or other compensation or benefit plans approved by the Borrower’s board of directors, or purchase price adjustment in connection with any committee thereof, for directors, officers or employees of the Borrower and the Restricted SubsidiariesAcquisition Transaction permitted hereunder; (d) to the Borrower and any extent constituting Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REITPayments, the Borrower and the Restricted Subsidiaries may make enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Section 7.02(o)), Section 7.04 (other than a merger or consolidation involving the Borrower) or Section 7.07 (other than Section 7.07(a) or (j)); (e) Restricted PaymentPayments that occur upon or in connection with the exercise of stock options or warrants or similar rights if such Restricted Payments represent a portion of the exercise price of such options or warrants or similar rights or tax withholding obligations with respect thereto; (f) [reserved]; (g) the Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any Management Stockholder, (i) pursuant to any employee or director equity plan, employee or director stock option or profits interest plan or any other employee or director benefit plan or any agreement (including any separation, stock subscription, shareholder or partnership agreement) with any employee, director, consultant or distributor of the Borrower or any of its Subsidiaries or (ii) for any other reason; provided that provided, the aggregate Restricted Payments made pursuant to this Section 7.06(g)(ii) after the Closing Date together with the aggregate amount of such loans and advances to the Borrower made pursuant to Section 7.02(j) in lieu of Restricted Payments do permitted by this clause (g)(ii) shall not exceed, for any four consecutive fiscal quarters : (i) the greater of (A) $30,000,000 and (B) 15% of TTM Consolidated Adjusted EBITDA as of the Borrowerapplicable date of measurement in any calendar year, with unused amounts in any calendar year being carried over to the next succeeding calendar year, provided that if such amount as if carried over, it will be deemed used after exhaustion of the proceeding cap for such calendar year and may not be required carried over to any subsequent year; plus (ii) the amount of any cash bonuses or other compensation otherwise payable to any future, present or former Company Person that are foregone in return for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition receipt of income or excise taxes on Equity Interests of the Borrower or any Restricted Subsidiary; andplus (fiii) payments made in respect of withholding or other similar taxes payable upon repurchase, retirement or other acquisition or retirement of Equity Interests of the Borrower or its Subsidiaries or otherwise pursuant to any employee or director equity plan, employee or director stock option or profits interest plan or any other employee or director benefit plan or any agreement; (h) the Borrower may purchase Permitted Bond Hedge Transactions, enter into any related Permitted Warrant Transactions in connection with the issuance of Convertible Indebtedness permitted hereunder and make any payments and/or issue common stock in connection with the settlement or early termination of any such Permitted Bond Hedge Transactions or Permitted Warrant Transactions in accordance with its terms, provided that if such settlement or early termination is elected in the discretion of the Borrower, immediately before and after giving effect to any of the foregoing, the Borrower shall be in compliance with Section 8.01: (i) Restricted Payments (i) made in connection with the payment cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition or other transaction permitted by the Loan Documents or (ii) to honor or in connection with any conversion request by a holder of Convertible Indebtedness and to make cash payments in lieu of fractional shares in connection therewith; (j) [reserved]; (k) repurchases of Equity Interests (i) deemed to occur on the exercise of options by the delivery of Equity Interests in satisfaction of the exercise price of such options or (ii) in consideration of withholding or similar Taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing), including deemed repurchases in connection with the exercise of stock options or the vesting of any equity awards; (l) payments or distributions to satisfy dissenters rights (including in connection with or as a result of the exercise of appraisal rights and the settlement of any claims or actions, whether actual, contingent or potential) pursuant to or in connection with a merger, amalgamation, consolidation, transfer of assets or other transaction permitted by the Loan Documents; (m) payments or distributions of a Restricted Subsidiaries Payment within 60 days after the date of declaration thereof if at the date of declaration such Restricted Payment would have been permitted hereunder; (n) [reserved]; (o) the Borrower may make (i) redeem, repurchase, retire or otherwise acquire in whole or in part any Equity Interests of the Borrower or any Restricted Subsidiary (“Treasury Equity Interests”), in exchange for, or with the proceeds (to the extent contributed to the Borrower substantially concurrently) of the sale or issuance (other than to the Borrower or any Restricted Subsidiary) of, other Equity Interests or rights to acquire its Equity Interests (“Refunding Equity Interests”) and (ii) declare and pay dividends on any Treasury Equity Interests out of any such proceeds; (p) (i) Restricted Payments in an amount that does not exceed the amount of all Permitted Equity Issuances during the period from and including the Business Day immediately following the Closing Date through and including the applicable date of measurement to the extent Not Otherwise Applied, and (ii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests (other than Disqualified Equity Interests, except to the extent issued by the Borrower to a Restricted Subsidiary) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests, except to the extent issued by the Borrower to a Restricted Subsidiary); (q) Restricted Payments constituting or otherwise made in connection with or relating to any Permitted Reorganization; provided that if immediately after giving Pro Forma Effect to any such Permitted Reorganization and the transactions to be consummated in connection therewith, any distributed asset ceases to be owned by the Borrower or another Restricted Subsidiary (or any entity ceases to be a Restricted Subsidiary), the applicable portion of such Restricted Payment so long as must be otherwise permitted under another provision of this Section 7.06 (and constitute utilization of such other Restricted Payment exception or capacity); (r) Restricted Payments; provided that the Secured Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) for the Test Period immediately preceding the making of such Restricted Payment shall be less than or equal 1.00 to 1.00; provided that no Default or Specified Event of Default shall have has occurred and be or is continuing or would result therefrom; (s) the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of (A) $40,000,000 and (B) 20% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination; provided no Event of Default has occurred and is continuing or would result therefrom. The amount of any Restricted Payment at any time shall be the amount of cash and the fair market value of other property subject to the Restricted Payment at the time such Restricted Payment is made. For purposes of determining compliance with this Section 7.06, in the event that any Restricted Payment (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time such Restricted Payment is made, divide, classify or reclassify, or at any later time divide, classify, or reclassify (as if incurred at such time), such Restricted Payment (or any portion thereof) in any manner that complies with this covenant on the date such Restricted Payment is made or such later time, as applicable. Notwithstanding the foregoing, in no event shall any Loan Party or any Restricted Subsidiary be permitted to make a Restricted Payment of any Material Intellectual Property to any Unrestricted Subsidiary.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; , (d) so long as, at the Borrower and time any Restricted Subsidiary may make any such Restricted Payment required is made and immediately after giving effect (including pro forma effect) thereto (and to effect a REIT Conversion, including, for the avoidance incurrence of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(BIndebtedness in connection therewith) of the Code (or any successor provision); (ei) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, the Borrower and its Subsidiaries may make other Restricted Payments, (e) so long as no Default or Event of Default has occurred and is continuing or would result therefromarise after giving effect (including pro forma effect) thereto the Borrower and any Subsidiaries may repurchase Equity Interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the grant or award of such Equity Interests (or upon vesting thereof), (f) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and (g) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may make other Restricted Payments in an aggregate amount not exceeding $15,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and payable solely in accordance with stock option plans or other compensation or benefit plans approved by Qualified Stock of the Borrower’s board of directors, or ; (b) any committee thereof, for directors, officers or employees Restricted Subsidiary of the Borrower may declare and pay cash dividends to the Borrower or to any Credit Party of which it is a subsidiary; (c) as required by the terms of contracts of the Borrower or any Restricted SubsidiariesSubsidiary that are in effect on the Closing Date and set forth in Schedule 6.5(c) and Restricted Payments made pursuant to the Transactions; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) repurchase Equity Interests of the Code (Borrower upon exercise of options or any successor provision)warrants if such Equity Interests represents all or a portion of the exercise price of such options or warrants and/or amounts on account of required withholding taxes and brokerage fees with respect to such options as part of a “cashless” exercise; (e) for dividend adjustments and repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted stock units or deferred stock units (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement); (f) so long as no Event of Default exists or would result therefrom, payments for the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount repurchase of such Restricted Payments do not exceed, for any four consecutive fiscal quarters Equity Interests of the Borrower, MIPCo or any Parent Entity (or any payments to a Parent Entity for the purposes of permitting any such amount as repurchase) held (i), in the case of the Borrower, by any present or former employee, director, member of management, officer, manager or consultant (or any Affiliate, family member thereof, estate or beneficiary under their estates) and (ii), in the case of MIPCo, directly by the MIP Shareholders, shall not exceed in the aggregate $10,000,000 in a Fiscal Year; provided, that any unused amounts in any Fiscal Year may be required for carried forward; provided, further, that in no event shall amounts paid pursuant to this clause 6.5(f) exceed $20,000,000 in any Fiscal Year; (g) from and after January 1, 2019, the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make Restricted Payments with any portion of the Cumulative Credit amount if, at the time such Restricted Payment so long as is made, no Default or Event of Default shall have occurred and be continuing or would result therefromtherefrom and after giving effect to such Restricted Payments on a Pro Forma Basis, (i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.50:1.00; and (h) the Borrower may redeem or purchase for cancellation for nominal consideration any of its Class A special shares, Class B special shares or Class C special shares. For purposes of determining compliance with this Section 6.5 and subject to the immediately following proviso, (A) Restricted Payments need not be permitted solely by reference to one category of permitted Restricted Payments described in Section 6.5(a) through (h) but may be permitted in part under any combination thereof and (B) in the event that a Restricted Payment (or any portion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments described in Sections 6.5(a) through (h), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Restricted Payment (or any portion thereof) in any manner that complies with this Section 6.5 and will only be required to include the amount and type of such Restricted Payment (or any portion thereof) in one of the above clauses and such Restricted Payment shall be treated as having been made or existing pursuant to only one of such clauses; provided, however, that no such reclassification shall be permitted with respect to any Restricted Payment made pursuant to Section 6.5(g).

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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: (a) any each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect to the holders of its Equity Interests, ratably according to their respective holdings of the type of Equity Interest in each case ratably to the holders respect of which such Equity InterestsRestricted Payment is being made; (b) the Parent Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other common Equity Interests of Equity Interestssuch Person; (c) the Parent Borrower and each Restricted Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire Equity Interests issued by it (i) with the proceeds received from the substantially concurrent issue of new shares of its common stock option plans or other compensation common Equity Interests or benefit plans approved by (ii) upon the Borrower’s board exercise of directors, stock options or any committee thereof, for directors, officers or employees warrants if such Equity Interests represent a portion of the Borrower and the Restricted Subsidiariesexercise price of such options or warrants; (d) to the extent constituting a Restricted Payment, the Parent Borrower and any its Restricted Subsidiary Subsidiaries may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)enter into and consummate transactions otherwise expressly permitted under this Agreement; (e) for so long as the Parent Borrower or any Restricted Subsidiary is a REIT, the Borrower may declare and the Restricted Subsidiaries may make any Restricted Payment; provided that the dividend payments in accordance with its historical dividend policy in an aggregate amount of such Restricted Payments do not exceed, for to exceed $50,000,000 in any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andFiscal Year; (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment 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 in an aggregate amount not to exceed $50,000,000 in any Fiscal Year; and (g) the Parent Borrower and any Restricted Subsidiary may make additional Restricted Payments not otherwise permitted pursuant to this Section 9.12; provided that, immediately before and immediately after giving pro forma effect to the making of any such Restricted Payment and any Debt incurred in connection therewith (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the 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 not prohibit the payment of any such cash dividends to the shareholders of the Parent 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. The Borrower will shall not, and will shall not permit the Parent or any Restricted Subsidiary of the Borrower to, declare or make, or agree to pay or make, directly or indirectlyindirectly declare, make or pay any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do so, except that:however (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect a Distribution to its Equity Interests payable solely in shares of Equity Interests;the Borrower, and (cb) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as there exists no Default or Event of Default immediately before and after giving effect to any such transaction or payment, (i) commencing April 30, 2000, the Borrower may make an annual Restricted Payment in an aggregate amount not to exceed in any fiscal year, the difference between Excess Cash Flow for the preceding calendar year and the amount required by Section 2.05(a) hereof to repay the Obligations, provided that, no such Restricted Payment may be made in any fiscal year of the Borrower until the Borrower has fully complied with Section 2.05(a) hereof with respect to such year, (ii) the Borrower and the Parent may each make payments in kind on its Subordinated Debt (but only in kind payments and no cash payments), (iii) so long as there has not been a REIT Conversion, the Borrower may annually make not more than two cash distributions to the Parent, who must use such cash distributions to make distributions to the Shareholders, each such distribution in an aggregate amount per taxable year equal to (A) the amount of gross income actually includible by the Shareholders on their Tax returns with respect to such taxable year solely as a result of the operations of the Parent, the Borrower and its Subsidiaries, multiplied by (B) the sum of the highest marginal Federal and highest marginal State income tax rates applicable to one or more of the Shareholders, (iv) so long as there has not been a REIT Conversion, the Borrower may make one or more distributions with respect to any taxable year constituting Subordinated Debt to the Parent, who, to the extent such distribution is made by the Borrower may make one or more distributions with respect to any taxable year constituting Subordinated Debt to the Shareholders, each such distribution constituting Subordinated Debt not to exceed in the aggregate an amount necessary to enable the Parent to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously paid to Shareholders in accordance with the terms of Section 8.08(b)(iii) above, provided that, in connection with any such distribution, the Parent shall have occurred take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital, (v) the Borrower may make an annual distribution to Parent in an amount not to exceed $25,000 to reimburse the Parent for its miscellaneous expenses, (vi) until September 1, 2003, the Parent may make (A) payments in kind only on the Parent Senior Notes (but only in kind payments and no cash payments), in accordance with the terms of the Parent Senior Notes Documentation, and (B) payments in kind only on the Second Parent Issuance (but only in kind payments and no cash payments), in accordance with the terms of the Second Parent Issuance Documentation, (vii) the Parent may repay in its entirety the Bridge Debt, but only so long as the Parent uses the proceeds of (i) Debt issued in accordance with the terms of Section 8.02(c)(i) hereof to repay such Bridge Debt or (ii) equity issued in accordance with the terms of Section 8.11 hereof to repay such Bridge Debt, and (viii) the Borrower may repay seller debt permitted to be continuing or would result therefromincurred in accordance with the terms of Section 8.02(h) hereof, so long as such repayments are in accordance with the terms thereof.

Restricted Payments. The Borrower will not, and will not permit Make any Restricted 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: Payment except: (a) Borrower or any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments that are payable solely in respect additional shares of its Equity Interestscommon stock (or warrants, in each case ratably options or other rights to the holders acquire additional shares of such Equity Interests; its common stock); (b) the Borrower any Subsidiary may declare and pay dividends with respect or make Restricted Payments to its Equity Interests payable solely in shares of Equity Interests; 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 Restricted Payments to any Loan Party; (c) Borrower may make non-cash repurchases or redemptions of stock or other Equity Interests in exchange for stock (other 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 stock equity option plans plans, equity award plans, or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers 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 and the Restricted Subsidiaries; (d) the Borrower and or any Restricted Subsidiary may make any other Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(BPayments: (i) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or 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 occurred 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 be continuing or would result therefrom.Secured Net Leverage Ratio, immediately before and after giving effect to such Restricted Payment, exceed an amount that is 0.50:1.00 below the Total Net Leverage Ratio and Secured Net Leverage Ratio required at such time under Section 6.8, and (C) Liquidity is not less than $75,000,000 before and after giving effect to any such Restricted Payment. 85

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (bexcept Section 8.06(a)) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing (both before and after the making of 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 would result therefromother equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) 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 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 Borrower shall be permitted to make Restricted Payments in the form of 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 on an unlimited basis if at the time of making such Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Sections 1.04(c) and (d), as applicable) is not greater than 2.50 to 1.00.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary the Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsBorrower; (b) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may declare enter into and pay dividends with respect to its Equity Interests payable solely in shares consummate transactions otherwise expressly permitted by any provision of Equity InterestsSection 7.08; (c) payments made or expected to be made by the Borrower or any of its Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, provided that (i) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is compliant with the Asset Coverage Ratio after giving effect to such payment; (d) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default has occurred and is continuing, (ii) on the most recent Test Date the Asset Coverage Ratio was at least 1.50 to 1.00, (iii) both before and after giving effect to such Restricted Payment, at least 5 drilling rigs are actively drilling new ▇▇▇▇▇ on acreage burdened by the Royalty, (iv) the Borrower is compliant on a Pro Forma Basis with the Financial Performance Covenants after giving effect to such Restricted Payment, and (v) if the Borrower shall have occurred delivered a Reserve Report in connection with a Borrowing Base redetermination under the First Lien Credit Agreement, the Borrower shall demonstrate that its Asset Coverage Ratio is at least 1.50 to 1.00 prior to making such Restricted Payment based on the Reserve Report delivered in connection with such redetermination whether or not such redetermination shall have occurred; (e) the Borrower may make Restricted Payments to any direct or indirect parent of the Borrower: (i) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain its corporate existence; and (ii) the proceeds of which shall be continuing used to make distributions to any member in an aggregate amount in respect of each calendar year that is not in excess of the product of (x) the amount of net taxable income allocated to such member (net of (i) cumulative taxable losses allocated to the member for any taxable period and not previously taken into account and (ii) any depletion calculated at the member level, utilizing the cost depletion method), whether such income is treated as a distributive share of the income of a Borrower or would result therefromas a “guaranteed payment,” or otherwise, multiplied by (y) the Presumed Tax Rate for such period.

Restricted Payments. The Borrower will notNot, and will not permit any Restricted Subsidiary other Loan Party to, declare (a) make any dividend or makeother distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Debt that is subordinated to the Obligations, (e) make any prepayment or optional payment in respect of the Second Lien Obligations, or agree to pay or make, directly or indirectly, (f) set aside funds for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatof the foregoing. Notwithstanding the foregoing: (ai) the Loan Parties may pay the Closing Date Dividend (and related expenses that are reflected in the final funds flow statement for the transactions contemplated hereby to occur on the Closing Date delivered to Agent on or prior to the Closing Date); (ii) any Restricted Subsidiary may declare and pay dividends or make other distributions to a Borrower or to a Wholly-Owned Domestic Subsidiary of a Borrower, and any Foreign Subsidiary may pay dividends or make other distributions to another Foreign Subsidiary; (iii) Borrowers may make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing by Holdings (or its equity holders), so long as the amount of such distributions shall not be greater, nor the receipt by Borrowers of tax benefits less, than they would have been had Borrowers not filed consolidated income tax returns with such Person; (iv) (A) so long as no Event of Default exists or would result therefrom, Borrowers may pay management fees to Sponsor in an aggregate amount not exceeding in any Fiscal Year $1,000,000 plus an amount equal to 1.00% of the consideration paid in respect of any Permitted Acquisitions or a Qualified IPO plus amounts restricted from being paid during any prior period (provided, with respect to the payment of any such amounts restricted from being paid during any prior period, that in addition to the condition that no Event of Default exists or would result therefrom, the following conditions are satisfied: (x) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 6.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 4.50:1.00 and (y) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000), and (B) Borrowers may reimburse Sponsor and its Equity InterestsInvestment Affiliates for its reasonable out-of-pocket expenses incurred in connection with the management of Borrowers in an aggregate amount not exceeding $350,000 in any Fiscal Year; (v) Borrower may make, and may make distributions to Holdings to (A) permit Holdings to make, payments of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $500,000 in any Fiscal Year and (B) permit Holdings to pay its direct or indirect corporate parent for out-of-pocket costs and expenses relating to the maintenance of its corporate existence and other customary holding company costs and expenses not to exceed in the aggregate, with respect to all such items, $250,000 in any Fiscal Year; (vi) Borrowers may make other Restricted Payments (A) regularly scheduled payments in respect of its Equity Intereststhe Second Lien Obligations in accordance with the Second Lien Documents (as in effect on the date hereof or as modified in compliance with the Second Lien Intercreditor Agreement), (B) mandatory prepayments in each case ratably to respect of the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments Second Lien Obligations pursuant to and in accordance with stock option plans or other compensation or benefit plans approved the Second Lien Documents, but in each case only to the extent that a corresponding mandatory prepayment obligation exists hereunder and has been waived in writing by the Borrower’s board of directorsLenders, or any committee thereof, for directors, officers or employees and (C) prepayments of the Borrower principal amount of the Second Lien Obligations made at the time of, and using the Restricted Subsidiaries; proceeds of, a Qualified IPO (d) or using the Borrower proceeds of an Incremental Term Loan that is advanced pursuant to and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for in accordance with the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements terms and conditions of Section 857(a)(2)(B2.1.3(a) in connection with, and on or about the closing date for, a Qualified IPO), provided, that all of the Code following conditions are satisfied with respect to any such prepayment: (or any successor provision); (ex) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be is continuing or would arise as a result therefromof such payment, (y) after giving effect to such payment, the Senior Debt to EBITDA Ratio shall not exceed the lesser of (I) 4.50:1.00 and (II) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 for the most recently ended Computation Period (or, with respect to periods prior to the first test date under Section 7.14.1, the Computation Period ending immediately after the date of such proposed prepayment), after decreasing the applicable covenant level by 0.25, and (z) such payment occurs within 10 Business Days of the consummation of such Qualified IPO; (vii) Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem from management stockholders, upon death, disability or termination of employment of such management stockholder, membership interests of Holdings (or its corporate parent) or warrants or options to acquire any such membership interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (vii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 7.14, recomputed for the most recent quarter for which financial statements have been delivered, (C) the aggregate payments permitted (x) in any Fiscal Year of Borrowers shall not exceed $1,000,000 and (y) during the term of this Agreement shall not exceed $3,000,000 (D) after giving effect to such payment, Borrowing Availability exceeds Revolving Outstandings by at least $2,000,000; and (E) such payment is permitted under the Second Lien Documents and the organizational documents of Holdings; and (viii) After the consummation of a Qualified IPO, Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem outstanding equity interests of Holdings (or its corporate parent) or warrants or options to acquire any such equity interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (viii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 4.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 3.50:1.00, (C) the aggregate payments permitted in any Fiscal Year of Borrowers shall not exceed $7,500,000, (D) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000; and (E) such payment is permitted under the Second Lien Documents and the organizational documents of Holdings.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset 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 of its Subsidiaries, 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 of its Subsidiaries (collectively, “Restricted PaymentPayments”), or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary the Borrower may declare make payments and pay dividends or make other distributions to Holdings (or its designee) contemplated by and in accordance with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsSection 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may declare make payments and pay dividends other distributions to the Sponsor (or its designee) contemplated by and in accordance with respect to its Equity Interests payable solely in shares Section 3.8(b) of Equity Intereststhe Depositary Agreement; (c) any Subsidiary of the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, Borrower or any committee thereof, for directors, officers or employees of the Borrower and the Restricted SubsidiariesSubsidiary Guarantor; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required payments to effect a REIT Conversion, including, Holdings (or its designee) to reimburse Holdings for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) general and administrative costs of the Code (or Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $1,000,000 in any successor provision)fiscal year; (e) for so long as the Borrower or may reimburse any Restricted Subsidiary is a REIT, Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and the Restricted Subsidiaries may make amending any Restricted Payment; provided that the aggregate amount Acceptable Sponsor Letter of such Restricted Payments do not exceed, for any four consecutive fiscal quarters Credit as contemplated by clause (o) of the Borrower, such amount as may be required for definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andDepositary Agreement; (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); (g) if no Default or Event of Default shall have occurred and be continuing continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of Net Cash Proceeds in excess of the Specified AD Prepayment Amount relating thereto; and (h) if no Default or would result therefrom.Event of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to the application of the Net Cash Proceeds in Section 2.9(a)(iv)(B)). 105 Sunshine (National) – Credit Agreement

Restricted Payments. The Borrower will notNot directly or indirectly declare, and will not permit order, pay or make any Restricted Subsidiary to, declare Payment or make, set aside any sum or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, property therefor except thatas follows: (a) any Restricted Subsidiary The Companies may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably monthly Management Fees to the holders Manager; provided that (i) such payments shall be subject to the applicable Affiliate Subordination Agreement and (ii) such payments shall not exceed, during any period of twelve (12) consecutive months, the actual cost of providing management and administrative support services to the Companies for such Equity Interests;period provided further, that from the Third Amendment Effective Date until the Discharge of Parent Term Debt, such payments shall not exceed, during any period of twelve (12) consecutive months, the lesser of (x) the actual cost of providing management and administrative support services to the Companies (other than the Special Purpose Subsidiary, each Letter-of-Credit Subsidiary and the Finance Subsidiaries) for such period and (y) 120% of the Management Fees paid to the Manager for the 12 month period immediately preceding such period. (b) Subject to the provisions of the Affiliate Subordination Agreements: (i) The Subsidiaries may (A) pay dividends and make distributions to the Borrower or other Subsidiaries holding equity interests in the payor, and (B) make intercompany loans to one another subject to the limitations set forth in Section 7.05 (ii) The Subsidiaries may declare repay Indebtedness owed to the Borrower or to other Subsidiaries of the Borrower. (iii) The Borrower may (A) pay annual, semi-annual or quarterly dividends or distributions to the Parent solely for the purpose of financing regularly scheduled payments of interest (but not prepayments) due and payable in cash within two Business Days of the date of such dividend or distribution under the Permitted Parent High-Yield Debt and the Permitted Parent Term Debt, and (B) make payments of accrued interest on Indebtedness referenced in clause (A) at the time such Indebtedness is refinanced or replaced by Replacement Parent High-Yield Debt or Replacement Parent Term Debt, as the case may be, to the extent such accrued interest would otherwise have been payable in cash on a date prior to the maturity of such debt as a regularly scheduled payment of interest pursuant to clause (A), and (C) on the Third Amendment Effective Date, make the Initial L/C Capitalization; in each case provided that no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05); and provided further, that the Borrower shall cause the Letter-of-Credit Subsidiary to use all of the proceeds of the Initial L/C Capitalization as cash collateral to secure Indebtedness permitted under Section 7.01(o). (iv) The Borrower may pay dividends with respect or distributions to the Parent, Pegasus Communications Corporation or its Equity Interests payable solely Affiliates for the purpose of paying (A) operating costs and Capital Expenditures for development projects related to the delivery of multichannel video or broadband services, (B) corporate overhead in shares excess of Equity Interests; (c) the Borrower may make Restricted Payments pursuant overhead allocated to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; its Subsidiaries and Capital Expenditures related thereto, and (dC) incentive compensation in excess of amounts allocated to the Borrower and its Subsidiaries, provided that in any Restricted Subsidiary may make any Restricted Payment such case (i) no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to effect a REIT Conversionbe provided under Section 6.05), including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(Band (ii) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of all such Restricted Payments do dividends or distributions paid to the Parent, Pegasus Communications Corporation or its Affiliates after the Fourth Amendment Effective Date shall not exceed, for exceed $12,000,000 in any four consecutive fiscal quarters 12-month period ending on any anniversary of the Borrower, such amount as Fourth Amendment Effective Date. (v) The Borrower may be required make Tax Sharing Payments to the Parent provided that the same shall reflect adjustments for all credits and deductions enjoyed by the Parent. (vi) The Borrower may pay dividends or distributions to the Parent from time to time solely for the purpose of funding out-of-pocket legal fees and expenses incurred in connection with (1) the litigation encaptioned Pegasus Development Corporation et al. v. DirecTV Inc. et al., pending in the United States District Court for the District of Delaware, and any appeals thereof (the "Patent Litigation") and (2) the litigations involving the NRTC or DirecTV as named parties that are reasonably related to the enforcement or interpretation of the Companies' DBS Rights, including the consolidated cases encaptioned Pegasus Satellite Television Inc. et. al. v. DirecTV Inc., et al. pending in the United States District Court for the Central District of California, any and all other arbitral or judicial proceedings involving DirecTV and/or any of its Affiliates, on the one hand, and the Borrower and/or any of its Affiliates and/or the NRTC, on the other hand, that are reasonably related to the foregoing, and any appeals thereof (collectively, the "DBS Rights Litigation," and, collectively with the Patent Litigation, the "Litigation"), in an aggregate amount from and after the Third Amendment Effective Date not to exceed the lesser of (x) the actual out-of-pocket legal fees and expenses incurred by the Companies, Pegasus Communications Corporation or any Restricted Subsidiaryof its Subsidiaries other than the Companies in connection with the Litigation after the Third Amendment Effective Date and (y) $22,000,000; provided that no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05). (vii) The Borrower may make advances or capital contributions to the Letter-of-Credit Subsidiaries from time to time, provided that (x) in any such case no Default shall exist as applicableof the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05), and (y) the aggregate amount of all such advances or capital contributions paid and/or made to continue all Letter-of-Credit Subsidiaries after the Fourth Amendment Effective Date shall not exceed $31,000,000. (viii) In addition to qualify as a REIT or to avoid the imposition of income or excise taxes on foregoing, the Borrower may pay further dividends or distributions to the Parent from time to time, and make advances or capital contributions to the Letter-of-Credit Subsidiaries from time to time, provided that in any Restricted Subsidiary; such case: (A) no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05), and (fB) (1) the aggregate amount of all such dividends or distributions paid to the Parent and all such advances or capital contributions to all Letter-of-Credit Subsidiaries made on or after the Fourth Amendment Effective Date, minus (2) the sum of (x) the aggregate cash purchase price paid by the Parent for all assets contributed to the Borrower and acquired by the Parent not more than 90 days prior to the date of such contribution, plus (y) the aggregate amount of all cash equity contributions made to the Borrower (other than from DBS Rights Litigation Proceeds, from Patent Litigation Proceeds to the extent such proceeds are required to be reimbursed to the Borrower pursuant to clause (s)(ii)(A) of Article VIII or from proceeds of a Disposition of assets of any of the Companies or, without duplication, from proceeds of the Parent Term Loan) after the Fourth Amendment Effective Date shall not exceed $12,000,000. Notwithstanding anything in this Section 5.04(b) to the contrary, the Restricted Subsidiaries may make any Payments described in clauses (v) and (vii) of this Section 5.04(b) shall be permitted to be made under this Section 5.04 only to the extent the entire amount of each such Restricted Payment so long is applied as promptly as possible (and in any event no Default or Event of Default shall have occurred and be continuing or would result therefromlater than two Business Days after such Restricted Payment is made by the Borrower) to the purpose specified in the relevant clause.

Restricted Payments. The Borrower Obligors will not, and will not permit any of their Restricted Subsidiary 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 thatso except: (a) the Company and any of its Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directorsParent, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as at the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount time of such Restricted Payments do not exceedPayment and immediately thereafter, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing and (ii) no Loans are outstanding; (b) each Restricted Subsidiary of the Company may make Restricted Payments to the Company and any other Restricted Subsidiary that owns an Equity Interest in such Restricted Subsidiary ratably to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests that are not Disqualified Capital Stock of such Person and the Company may issue Equity Interests that are not Disqualified Capital Stock upon the conversion of Equity Interests that are not Disqualified Capital Stock; (d) additional Restricted Payments (including, without limitation, any redemption of Perpetual Preferred Equity Interests) so long as on a pro forma basis, the Payment Conditions are satisfied; (e) the Company may make Restricted Payments in cash in an amount not exceeding the Available Cash (so long as no Event of Default shall have occurred and be continuing at the time of any such action or would result therefromtherefrom and, with respect to such action, after giving effect thereto Excess Availability shall be no less than the $10,000,000); (f) the Company may declare and make cash distributions to holders of Perpetual Preferred Equity Interests (so long as no Event of Default shall have occurred and be continuing at the time of any such action or would result therefrom and, with respect to such action, after giving effect thereto Excess Availability shall be no less than the $10,000,000); and (g) Restricted Payments made with the proceeds of substantially concurrent Excluded Contributions.

Restricted Payments. The Borrower will not, and will not permit Make or commit itself to make or declare any Restricted Subsidiary toPayment at any time, 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 provided that: (a) any Restricted each Subsidiary may declare make Capital Distributions to the Borrower, any Subsidiaries of the Borrower that are Guarantors and pay dividends or make any other distributions with respect Person that owns a direct Equity Interest in such Subsidiary, ratably according to its their respective holdings of the type of Equity Interests, or make other Restricted Payments Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsCapital Distribution is being made; (b) so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may declare make payment of current interest, expenses and pay dividends with indemnities in respect to its Equity Interests payable solely in shares of Equity InterestsSubordinated Indebtedness (other than any such payments prohibited by the subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board proceeds received from the substantially concurrent issue of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesnew common Equity Interests; (d) the Borrower and any Restricted Subsidiary its Subsidiaries may make any Restricted Payments not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (d) and Investments made pursuant to Section 7.03(a)(xiv), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment required (and to effect a REIT Conversionany Indebtedness incurred in connection therewith), including, for the avoidance of doubt, any Restricted Payment necessary to satisfy Borrower and its Subsidiaries shall be in compliance with the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Pro Forma Leverage Test; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted PaymentCapital Distributions, consistent with its past practice, in the form of dividends to shareholders of Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Restricted Payments do Capital Distributions shall not exceed, for any four consecutive exceed $2,500,000 per fiscal quarters quarter of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and and (fii) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result from any such Capital Distribution; (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Indebtedness; (g) so long as no Default has occurred and is continuing or would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and Autocam France, SARL may at any time repay its respective Indebtedness set forth on Schedule 7.02; (h) the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of the New Notes; and (i) the Borrower and its Subsidiaries may make Restricted Payments with respect to the New Notes not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, and (ii) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in connection therewith), the Consolidated Secured Leverage Ratio of Borrower and its Subsidiaries shall be equal to or less than 2.00 to 1.00, determined based on the financial information received for the fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a)(x), 6.01(a) or 6.01(b), as applicable, after giving effect to such Restricted Payments.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make Restricted Payments payable solely in shares common Equity Interests of Equity Interestssuch Person; (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directorsPayments, or any committee thereof, for directors, officers or employees provided all of the Borrower and the Restricted Subsidiaries;following conditions are satisfied: (di) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be is continuing or would arise as a result therefromof such Restricted Payment, (ii) at the time of such Restricted Payment, the Loan Parties shall be in Pro Forma Compliance, and (iii) if the Consolidated Senior Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Restricted Payment) is equal to or greater than 1.75 to 1.00, the amount of all such Restricted Payments pursuant to this clause (iii) shall not exceed $50,000,000 in the aggregate (plus an additional $50,000,000 to the extent such additional amount is used to purchase treasury stock with the proceeds of Swap Contracts upon the payout, maturity or termination thereof); (d) reserved; (e) the Loan Parties may pay, as and when due and payable, interest payments required with respect to the Convertible Notes and any Permitted Convertible Note Refinancings; (f) subject to the terms of any applicable subordination agreement, the Loan Parties may pay, as and when due and payable, interest payments required with respect to any Subordinated Debt permitted hereunder; (g) the Borrower may repurchase Equity Interests issued by it, which redemption is deemed to occur upon (i) the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests issued to employees and other participants under an equity compensation program of the Borrower or its Subsidiaries, in each case to cover tax obligations of such persons in respect of such issuance; (h) the Borrower may redeem from officers, directors, employees and consultants Equity Interests provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment; (ii) after giving effect to such Restricted Payment, the Loan Parties are in Pro Forma Compliance; (iii) the aggregate Restricted Payments and notes issued in lieu of any such Restricted Payment permitted (x) in any fiscal year of the Borrower shall not exceed $2,500,000 and (y) during the term of this Agreement shall not exceed $5,000,000; and (iv) after giving effect to such Restricted Payment, the aggregate principal amount of Revolving Loans available to be borrowed under Section 2.01 hereof shall be at least $15,000,000; (i) the Borrower may (i) to the extent constituting a Restricted Payment, effect the conversion of any Convertible Notes and Permitted Convertible Notes Refinancings into Equity Interests, (ii) settle conversions of Convertible Notes and Permitted Convertible Notes Refinancings in accordance with the applicable Convertible Indebtedness Documents or the documents evidencing the Permitted Convertible Notes Refinancings and (iii) repurchase fractional shares of any Equity Interests arising out of the conversion of securities convertible (including the Convertible Notes and Permitted Convertible Notes Refinancings) into any such Equity Interests; (j) Loan Parties may (i) repurchase or repay any Convertible Notes and Permitted Convertible Notes Refinancings (x) at the maturity thereof or otherwise, that the Loan Parties are required to repurchase or repay in accordance with the applicable Convertible Indebtedness Documents or the documents evidencing the Permitted Convertible Notes Refinancings or, with respect to the 2021 Convertible Notes, prior to such maturity or other required date of repurchase or repayment in anticipation thereof, and (y) in connection with a Permitted Convertible Note Refinancing, as the case may be, and (ii) make Restricted Payments in respect of any Swap Contracts existing as of the date hereof or entered into in connection with any Permitted Convertible Notes Refinancing or any Indebtedness issued under Section 7.02(n); and (k) The Loan Parties may refinance any Junior Debt with the net cash proceeds of other Junior Debt or Equity Interests (excluding any Disqualified Stock); provided that the amount of such Junior Debt is not increased at the time of such refinancing to the extent such increase would cause a breach of Section 7.02, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiary 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:except (a) the Borrower or any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of its Equity Interests (other than Disqualified Equity Interests) or options to purchase Equity Interests (other than Disqualified Equity Interests), but, in the case of a Restricted Subsidiary, such dividends and distributions shall be made on a pro rata basis to all equityholders; (b) Restricted Subsidiaries may declare and make Restricted Payments (i) ratably with respect to their Equity Interests or (ii) to the Borrower or any other Restricted Subsidiary; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or equity benefit plans approved by the Borrower’s board of for present or former officers, directors, or any committee thereof, for directors, officers consultants or employees of the Borrower and its Restricted Subsidiaries (i) in existence on the Restricted SubsidiariesEffective Date and listed on Schedule 6.04 and (ii) other such plans adopted following the Effective Date in an aggregate amount pursuant to this subclause (ii) not to exceed $3,000,000 in any fiscal year (with unused amounts of such base amount available for use in the next succeeding fiscal year subject to a maximum of $6,000,000 in any calendar year); (d) the Borrower and any Restricted Subsidiary Existing Preferred Stock may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)be redeemed; (e) fees and expenses (including franchise or similar taxes) required to maintain the corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of HCC, if applicable, and general corporate overhead expenses of HCC, in each case to the extent such fees and expenses are attributable to the ownership or operation of the Borrower, if applicable, and its Restricted Subsidiaries; provided that for so long as HCC owns no assets other than Equity Interests in the Borrower, such fees and expenses shall be deemed for purposes of this clause (e) to be so attributable to such ownership or operation; (f) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary 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) the Borrower and its Restricted Subsidiaries may make other Restricted Payments in an aggregate amount not to exceed the Available Amount; provided that no Restricted Payments shall be permitted under the foregoing clause (g) unless (i) no Default or Event of Default has occurred and is continuing or would arise after giving effect thereto and (ii) on a Pro Forma Basis, the Consolidated Leverage Ratio would not exceed 4.5 to 1.0 and the Borrower would otherwise be in compliance with Section 6.09; (h) for so long as the Borrower or any Restricted Subsidiary is a REITmember of a consolidated, combined or similar income Tax group (a “Tax Group”) of which a direct or indirect parent company of the Borrower is the common parent, the Borrower may make Restricted Payments in amounts required for such parent company to pay foreign, U.S. federal, state, and/or local consolidated, combined or similar income Taxes, in accordance with the Federal Income Tax Sharing Agreement dated March 11, 2003, and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceedState Tax Sharing Agreement dated May 9, for any four consecutive fiscal quarters of the Borrower2000, such amount each as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes in effect on the Borrower Effective Date or as thereafter amended in a manner not adverse to the Lenders in any Restricted Subsidiarymaterial respect; and (fi) the Borrower and may pay annual dividends not in excess of 6% of Net Cash Proceeds of any offering of Qualified Equity Interests following the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromEffective Date.

Restricted Payments. The Borrower will notDeclare or make any Distributions; pay any management, and will not permit advising, consulting, investment banking or other similar fees to the Sponsor or to any Restricted Subsidiary toof its equityholders or any Affiliates thereof, declare make any redemption, prepayment, defeasance, repurchase or make, any other payment in respect of any Subordinated Debt or agree to pay or make, directly or indirectly, set aside funds for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatof the foregoing. Notwithstanding the foregoing: (a) any Restricted Wholly-Owned direct or indirect Subsidiary of TCA or SoCal may declare and pay dividends make Distributions to TCA or make other distributions with respect to its Equity InterestsSoCal, respectively, or make to any other Restricted Payments in respect Wholly-Owned Subsidiary of its Equity InterestsTCA or SoCal, in each case ratably respectively, provided, that any Distribution by a Loan Party may only be made to the holders of such Equity Interestsa Loan Party; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, (i) TCA and SoCal each may make Distributions to Parent to (and upon receipt thereof by Parent, Parent shall promptly use such monies solely to) pay (x) corporate overhead expenses incurred in the Ordinary Course of Business in an aggregate amount for TCA and SoCal together not exceeding $200,000 in any Fiscal Year and (y) interest payments on the Sponsor Note to the extent such payments would be permitted to be made pursuant to clause (b)(iv) immediately below; (ii) TCA and SoCal may each make Distributions to Parent to (and upon receipt thereof by Parent, Parent shall use such monies solely to) (A) pay the annual management fees to the Sponsor (“Management Fees”) in accordance with Section 5.1 of the Management Agreement in an aggregate amount for both TCA and SoCal together not to exceed $400,000 in any Fiscal Year and (B) on the Closing Date, pay the closing fee to the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ in connection with the Merger in an amount not to exceed $500,000; (iii) any Subsidiary may pay dividends in the form of common stock (or the equivalent, in each case, having no redemption or repayment provisions); and (iv) Loan Parties may make regularly scheduled payments of interest in respect of the Sponsor Note Debt and any other Subordinated Debt, to the extent permitted under (x) the subordination provisions thereof or (y) under and pursuant to any subordination agreement relating thereto; (c) so long as no Default or Event of Default exists or would result therefrom and both immediately before and after making such payment Availability would equal or exceed $10,000,000, Loan Parties may redeem or repurchase for cash, at fair value, their Equity Interests (or options to purchase such Equity Interests) from any employee of Loan Parties upon the death, disability, retirement or other termination of such employee; provided that the aggregate amount of all such repurchases shall not exceed $500,000 in aggregate; and (d) so long as (w) no Default or Event of Default exists or would result therefrom, (x) both immediately before and after making such payment Availability and Average Availability for the 30-day period immediately preceding the date of such Distribution, in each case as calculated on a Pro Forma Basis, would equal or exceed $15,000,000, (y) the outstanding principal balance of the Term Loan has been paid in full in cash and (z) immediately after giving effect to such Distribution, Loan Parties and their Subsidiaries would, on a consolidated basis, have a Fixed Charge Coverage Ratio of not less than 1.25:1.00 as calculated on a Pro Forma Basis (in each case, as certified by the Chief Financial Officer in a certificate to be delivered to Agent at least 10 days prior to such Distribution and reconfirmed on the date of such Distribution, setting forth the calculation thereof in reasonably sufficient detail and in form and substance reasonably satisfactory to Agent), then Loan Parties may declare and pay dividends to Parent and Parent may dividend to the holders of its Equity Interests, in each case, out of legally available funds, a dividend or dividends of not more than $5,000,000 in any Fiscal Year.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) (i) each Loan Party may make Restricted Payments to any other Loan Party, (ii) each Restricted Subsidiary that is not a Loan Party may make Restricted Payments to the Borrower or any Restricted Subsidiary and (iii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person other than a Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Restricted Subsidiary receives more than its ratable share of such Restricted Payments, determined according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payments are being made; (b) the Borrower and each Restricted Subsidiary may declare and pay make dividends with respect to its Equity Interests or distributions payable solely in shares Equity Interests of Equity Interestssuch Person; (c) the Borrower and each Restricted Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire its common Equity Interests with stock option plans or other compensation or benefit plans approved by the Borrower’s board proceeds received from the substantially concurrent issue of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesnew common Equity Interests; (d) the Borrower so long as no Event of Default has occurred and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubtis continuing or would immediately result therefrom, any Restricted Payment necessary to satisfy the requirements repurchase, redemption or payment on account of Section 857(a)(2)(B) any Equity Interests of the Code Borrower held by any current or former officers, directors or employees (or employees of Affiliates) (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment; provided that the aggregate cash consideration paid for all such repurchases, redemptions and payments shall not exceed, in any successor provision)fiscal year, $3,000,000; provided, further, that fifty-percent (50%) any such repurchases, redemptions or payments permitted to be made (but not made) pursuant hereto in a given fiscal year beginning with the fiscal year ended December 31, 2017 may be carried forward and made in the immediately succeeding fiscal year or carried back and made in the immediately preceding fiscal year; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid upon such Event of Default no longer existing so long as no other Event of Default is continuing at such time; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred exists or would be caused thereby, and be only to the extent permitted by its Partnership Agreement, the Borrower may make distributions to the holders of its Equity Interests up to the amount of Available Cash; (f) so long as no Event of Default is continuing or would result therefrom, any other Restricted Payments may be made in an amount not to exceed $2,000,000 in the aggregate per annum; and (g) any other Restricted Payments to the extent funded with Net Equity Proceeds from a substantially concurrent issuance or sale of Equity Interests by the Borrower (or any contribution with respect to the Equity Interests of the Borrower).

Restricted Payments. The During any Non-Investment Grade Period, the Borrower will not, and STX and the Borrower will not permit any Restricted Subsidiary 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 thatexcept: (a) any Restricted Subsidiary the Borrower and the Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its their Equity Interests, or make other Restricted Payments Interests payable solely in respect additional shares of its Equity Interests, in each case ratably to the holders of such their Equity Interests; (b) the Borrower and the Subsidiaries may declare and pay dividends or distributions ratably with respect to its Equity Interests payable solely in shares of their Equity Interests, provided if the Borrower merges with or consolidates with or into STX (or if different the ultimate parent of the Borrower which is a publicly traded Person), then the Borrower shall no longer be able to declare and pay ratable dividends or distributions pursuant to this clause (b); (c) the Borrower may make Restricted Payments consisting of cash dividends paid quarterly in respect of 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 accordance with stock option plans or other compensation or benefit plans approved by this clause (c) and any related Borrowing, the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries;Liquidity Amount shall not be less than $800,000,000; and (d) other Restricted Payments, provided that (i) no such Restricted Payments shall be declared, permitted or made if before or after giving effect thereto, the Borrower Total Leverage Ratio is, or on a pro forma basis would be, greater than 3.75:1.00, calculated based upon the financial information most recently delivered to the Administrative Agent pursuant to clause (c) of Section 5.01, and (ii) after giving effect to each such Restricted Payment referred to in this clause (d) and any Restricted Subsidiary may make related Borrowing, the Liquidity Amount shall not be less than $800,000,000. If any Restricted Payment required to effect a REIT Conversiondescribed 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, including, for then the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may excess shall be required for the Borrower or any Restricted Subsidiary, as applicable, deemed to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrombeen permitted under this Section.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) (i) each Loan Party may make Restricted Payments to any other Loan Party, (ii) each Restricted Subsidiary that is not a Loan Party may make Restricted Payments to the Borrower or any Restricted Subsidiary and (iii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person other than a Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Restricted Subsidiary receives more than its ratable share of such Restricted Payments, determined according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payments are being made; (b) the Borrower and each Restricted Subsidiary may declare and pay make dividends with respect to its Equity Interests or distributions payable solely in shares Equity Interests of Equity Interestssuch Person; (c) the Borrower and each Restricted Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire its common Equity Interests with stock option plans or other compensation or benefit plans approved by the Borrower’s board proceeds received from the substantially concurrent issue of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesnew common Equity Interests; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the no Event of Default has occurred and is continuing or would immediately result therefrom, any repurchase, redemption or payment on account of any Equity Interests of Borrower held by any current or any Restricted Subsidiary is a REITformer officers, the Borrower and the Restricted Subsidiaries may make any Restricted Paymentdirectors or employees (or employees of Affiliates) (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment; provided that the aggregate amount of cash consideration paid for all such Restricted Payments do repurchases, redemptions and payments shall not exceed, for in any four consecutive fiscal quarters year, $1,500,000; provided, further, that fifty-percent (50%) any such repurchases, redemptions or payments permitted to be made (but not made) pursuant hereto in a given fiscal year may be carried forward and made in the immediately succeeding fiscal year or carried back and made in the immediately preceding fiscal year; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid upon such Event of Default no longer existing so long as no other Event of Default is continuing at such time; (i) to the extent the underwriters in the Borrower’s initial public offering exercise their so-called “greenshoe” option as contemplated in the Registration Statement, such amount as may be required for the Borrower or may make distributions in an aggregate amount up to the proceeds received therefrom, (ii) to the extent the underwriters in the Borrower’s initial public offering do not exercise their so-called “greenshoe” option as contemplated in the Registration Statement, PBF LLC may purchase any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid such unpurchased common Equity Interests for no consideration and (iii) the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andClosing Date Dividend; (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred exists or would be caused thereby, and be only to the extent permitted by its Partnership Agreement, the Borrower may make distributions to the holders of its Equity Interests up to the amount of Available Cash; (g) so long as no Event of Default is continuing or would result therefrom, any other Restricted Payments may be made in an amount not to exceed $500,000 in the aggregate per annum; and (h) any other Restricted Payments to the extent funded with Net Equity Proceeds from a substantially concurrent issuance or sale of Equity Interests by the Borrower (or any contribution with respect to the Equity Interests of the Borrower).

Restricted Payments. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, a 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 Holdings, a Borrower or any Restricted PaymentSubsidiary, or incur enter into any obligation derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (contingent a “Derivatives Counterparty”) obligating Holdings, a Borrower or otherwise) any Restricted Subsidiary to do somake payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that: (a) any Restricted Subsidiary may declare make Restricted Payments, directly or indirectly, to a Borrower or any Subsidiary Guarantor, and pay dividends or a Borrower may make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsHoldings; (b) the Borrower Non-Guarantor Subsidiaries may declare and pay dividends with respect make Restricted Payments to its Equity Interests payable solely in shares of Equity Interestsother Non-Guarantor Subsidiaries; (c) provided that (i) no Default or Event of Default is continuing or would result therefrom and (ii) the Borrower Consolidated Net Total Leverage Ratio, calculated on a pro forma basis, is at least 0.25 to 1.00 lower than the applicable Consolidated Net Total Leverage Ratio covenant level required by Section 7.1 after giving effect to such Restricted Payment, Holdings may make Restricted Payments pursuant in an aggregate amount not to and exceed the Available Excess Amount; provided that no Restricted Payments may be made under this clause (c) during any fiscal quarter if a Specified Equity Contribution has been (or is anticipated to be) exercised in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board respect of directors, or any committee thereof, for directors, officers or employees either of the Borrower and the Restricted Subsidiariestwo immediately preceding fiscal quarters; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)[reserved]; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries Investments permitted by Section 7.7; (f) Holdings may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters in the form of the Borrower, such amount as may be required for the Borrower common stock of Holdings or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition preferred stock of income or excise taxes on the Borrower or any Restricted SubsidiaryHoldings; and (fg) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing continuing, Holdings may purchase its common stock or would result therefromcommon stock options from present or former officers, consultants and directors or employees (and their heirs, estates and assigns) of Holdings, the Borrowers or any Subsidiary upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of payments under this clause (g) in any fiscal year of Holdings shall not exceed the sum of (i) $2,000,000 plus any proceeds received from key man life insurance policies and (ii) any Restricted Payments permitted (but not made) pursuant to this clause (g) in the immediately prior fiscal year.

Restricted Payments. The Borrower will not, and Borrowers will not permit any Restricted 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversionat any time, includingprovided that, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as at the Borrower or any Restricted Subsidiary is a REITtime thereof, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceedafter giving effect thereto, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) the Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of such period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make payments in cash in respect of Management Fees to the extent permitted under Section 8.11; (c) the Borrowers may make payments in cash in respect of the interest on Affiliate Subordinated Indebtedness; (d) the Borrowers may make payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and issuance being collectively called “Permitted Transactions”), so long as: (i) in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02, without the occurrence of any Event of Default; (ii) after giving effect to any Permitted Transaction during any fiscal quarter (the “current fiscal quarter”) and to the making of any Capital Expenditures during the current fiscal quarter, the Borrowers would result therefrom.(as at the last day of the most recent fiscal quarter immediately prior to the current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10, the determination of such compliance to be determined as if

Restricted Payments. The Borrower Each Credit Party will not, and will not permit any Restricted Subsidiary toof its Subsidiaries, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur make any obligation (contingent or otherwise) to do sodeposit for any Restricted Payment, except thatother than: (a) Restricted Payments by any Restricted Subsidiary may declare and pay dividends or make other distributions with respect of a Credit Party to its Equity Interestsdirect or indirect parent, so long as such direct or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interestsindirect parent is a Credit Party; (b) the Borrower may declare and Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Equity Interests Capital Stock payable solely in additional shares of Equity Interestssuch Capital Stock (other than Disqualified Capital Stock); (c) the Borrower may make Restricted Payments by any Immaterial Subsidiary to another Immaterial Subsidiary; (d) Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by plans, in each case to the Borrower’s board of directors, or any committee thereofextent permitted hereunder, for directors, officers management or employees of any Credit Party or any of its Subsidiaries; provided, that the Borrower and the aggregate amount of Restricted Subsidiaries; Payments made under this clause (d) the Borrower and does not exceed $2,500,000 in any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)calendar year; (e) for Permitted Subordinated Debt Payments so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted SubsidiaryPayment Conditions are satisfied; and (f) Restricted Payments of cash actually paid in an aggregate amount not to exceed 50% of Consolidated EBITDA as of the Borrower and last day of the Restricted Subsidiaries may make any most recently ended period of four fiscal quarters; provided, that, no Restricted Payment so long as otherwise permitted under this Section 9.06 shall be permitted unless such Restricted Payment is made entirely with cash (except for Restricted Payments under clause (b)); and provided, further, that no Default Restricted Payment otherwise permitted under clause (d) or (f) shall be permitted to be made if, at the time of making any such Restricted Payment, any Event of Default shall have or Material Default has occurred and be is continuing or would result therefrom; provided, however, Parent may pay any dividend permitted under clause (f) within 30 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (including the other provisions of this Section 9.06) so long as the aggregate amount of such dividend does not exceed 12.50% of Consolidated EBITDA as of the last day of the most recently ended period of four fiscal quarters.

Restricted Payments. The Borrower will not, and nor will not it permit any Restricted Subsidiary 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: (a) any Non-Guarantor Subsidiary may make Restricted Payments to the Borrower or any of its Subsidiaries; (b) any Subsidiary of the Borrower may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interestsany Obligor; (bc) the Borrower and any of its Subsidiaries may declare and pay dividends with respect to its Equity Interests payable capital stock at any time solely in additional shares of Equity Interestsits common stock; (cd) the Borrower and any of its Subsidiaries may make Restricted Payments pursuant to and in accordance with (i) stock option plans or other benefit or compensation or benefit plans approved by plans, (ii) agreements existing on the Borrower’s board of directorsEffective Date and (iii) agreements entered into after the Effective Date, or provided that payments under such future agreements do not exceed $5,000,000 in any committee thereoffiscal year, for directors, officers management or employees of the Borrower and any of its Subsidiaries in the Restricted Subsidiariesordinary course of business; (de) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted its Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes declare and pay mandatory dividends on the Borrower or any Restricted Subsidiary; andpreferred stock; (f) the Borrower and the Restricted its Subsidiaries may make any Restricted Payment cash payments in lieu of issuing fractional shares in connection with the exercise of Equity Rights convertible into or exchangeable for Equity Interests of the Borrower or its Subsidiaries; (g) so long as no Default or Event shall have occurred and be continuing, any Subsidiary that is not wholly-owned may make distributions payable to the other equity holders of such Subsidiary on a pro rata basis; provided that distributions payable by any Subsidiary that is not wholly-owned to other equity holders in order to comply with the terms of the WiMax Agreement do not have to be made on a pro rata basis; (h) Restricted Payments resulting from the cashless exercise of stock options; and (i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and any of its Subsidiaries may make other Restricted Payments in an aggregate amount not to exceed $100,000,000; provided that, at any time that the Total Indebtedness Ratio is less than 2.50:1, the Borrower and its Subsidiaries may make any Restricted Payments so long as the Total Indebtedness Ratio on a pro forma basis after giving effect to such Restricted Payments remains less than 2.50:1; provided further, that, for avoidance of doubt, any extension, renewal or refinancing of debt securities that are convertible into or exchangeable for shares of capital stock (whether common or preferred), partnership interests, membership interests in a limited liability company (whether common or preferred), beneficial interests in a trust or other equity ownership interests, in each case, of the Borrower or any Subsidiary, shall be permitted under this Section 6.06 so long as such extension, renewal or refinancing is not otherwise prohibited by this Agreement.

Restricted Payments. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that (contingent or otherwisei) to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional shares of its capital stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (ciii) the Borrower Holdings may make Restricted Payments Payments, not exceeding $15,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of for management, directors, or any committee thereof, for directors, officers consultants or employees of Holdings, the Borrower and the Restricted Subsidiaries; (d) , including the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversionredemption or purchase of capital stock of Holdings held by former directors, includingmanagement, for the avoidance consultants or employees of doubtHoldings, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REITfollowing termination of their employment, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fiv) the Borrower may pay dividends to Holdings at such times and in such amounts, not exceeding $7,500,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities, (v) Restricted Payments may be made in the form of capital stock issued by Holdings, (vi) each of Holdings and the Restricted Subsidiaries Borrower may enter into, exercise its respective rights and perform its respective obligations under Permitted Call Spread Swap Agreements, (vii) Holdings and the Borrower may make deliveries of shares of its common stock upon conversion of Permitted Convertible Notes pursuant to the terms thereof, (viii) Holdings and the Borrower may make interest payments in respect of Indebtedness under Permitted Convertible Notes, (ix) any Receivables Entity may declare and pay dividends to Holdings or any wholly-owned subsidiary thereof and (x) other Restricted Payment Payments may be made so long as prior to making any such Restricted Payment, and after giving effect thereto (including on a pro forma basis), (A) no Default or Event of Default shall have occurred exist and be continuing or would result therefrom(B) the Senior Leverage Ratio does not exceed 2.75 to 1.00.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may declare and pay the Merck Dividend, (d) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; , (de) the Borrower and may redeem, repurchase, retire, defease, or otherwise acquire any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) Equity Interests of the Code Borrower in exchange for, or out of the net cash proceeds of the sale (or any successor provision); (e) for so long as the Borrower or any Restricted other than to a Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower) within 30 days of, such amount as may be required for Equity Interests of the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted SubsidiaryBorrower; and and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as provided that no Default or Event of Default shall have occurred and be continuing is outstanding or would result therefrom, the Borrower may declare and pay cash dividends and make other Restricted Payments with respect to its Equity Interests if, at the time such dividend or other Restricted Payment is declared or made (after giving effect thereto), the aggregate principal amount of the cash dividends paid or other Restricted Payments made after the date hereof (excluding the Merck Dividend) does not exceed (i) if, at the time of any such Restricted Payment, the Facilities have a rating of at least "BBB-" and "Baa3" from S&P and ▇▇▇▇▇'▇, respectively, the sum of $25,000,000 plus (in the case of any such Restricted Payment made after December 31, 2003) 25% of Consolidated Net Income for the period from June 30, 2003 until the last day of the then most recently ended fiscal quarter and (ii) if, at the time of any such Restricted Payment, the Facilities do not have both the ratings specified in clause (i) or better, (x) in fiscal year 2003, $25,000,000, (y) in fiscal year 2004, the sum of $25,000,000 plus any portion pursuant to clause (x) which is unused for fiscal year 2003 and (z) in each fiscal year thereafter, the sum of $25,000,000 plus 25% of Consolidated Net Income for the previous fiscal year; provided that (A) any such portion of Consolidated Net Income applied in making Restricted Payments pursuant to this clause (z) shall be up to an amount equal to the portion of Excess Cash Flow for the previous fiscal year which is not required to be applied in prepayment of the Loans pursuant to Section 2.10, (B) no such portion of Consolidated Net Income may be so applied pursuant to this clause (z) if the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA for the period of four fiscal quarters ending on the last day of the then most recently ended fiscal quarter, exceeds 1.5:1 and (C) no such Restricted Payments made pursuant to this clause (z) shall in aggregate exceed $100,000,000 in any fiscal year.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not or shall permit any of its Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interestsany Borrower or any Wholly Owned Subsidiary Guarantor; (b) any Subsidiary may make Restricted Payments pro rata to the Borrower may declare and pay dividends with respect holders of the Stock of such Subsidiaries entitled to its Equity Interests payable solely in shares of Equity Interestsreceive the same; (c) the any Borrower may make Restricted Payments pursuant to and in accordance connection with stock option plans or other compensation or benefit plans approved the share repurchases required by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower director and the Restricted Subsidiaries; employee compensation programs as described on Schedule (d7.14) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefromtherefrom and (ii) the aggregate amount of Restricted Payments paid pursuant to this Section 7.14(c) does not exceed $5,000,000 in any Fiscal Year; (d) cash payments by Visteon in lieu of the issuance of fractional shares upon the exercise of options in the ordinary course of business; (e) other Restricted Payments so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom after giving Pro Forma Effect to such Restricted Payment and (ii) Excess Availability is at least $100,000,000 after giving effect to such Restricted Payment; (f) Restricted Payments used by Halla and its Subsidiaries to redeem or repurchase (including, without limitation, for cash) Stock from Halla’s existing equity-holders so long as (i) Visteon and its Restricted Subsidiaries, taken as a whole, continue to own not less than 51% of the Stock of Halla and continue to control the same ratio (or better) of board seats of Halla after any such transaction as Visteon and its Restricted Subsidiaries do on the Closing Date and (ii) such redemptions or repurchases are made in accordance with Section 7.4; and (g) Borrowers and their Restricted Subsidiaries shall be permitted to make Restricted Payments in accordance with Section 2.3(f).

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ai) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of such Equity Interests in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (dii) the Borrower and any Restricted each Subsidiary may declare and make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance Payments payable solely in common Equity Interests of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)such Person; (eiii) for so long as any Subsidiary may declare and make Restricted Payments to (x) the Borrower or (y) any Restricted other Subsidiary which is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount direct or indirect parent company of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and; (fiv) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the Restricted Subsidiaries may make any proceeds received from the substantially concurrent issue of new common Equity Interests if after giving effect to such Restricted Payment so long as on a pro-forma basis no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment; (v) the Borrower may (and any Subsidiary may make RestrictedPayments as shall be required for the Borrower to) make Restricted Payments in an amount sufficient to allow (x) the Borrower to pay fees, expenses and indemnities pursuant to the Management Agreement (as in effect on the Restatement Effective Date), so long as, solely with respect to the payment of such fees, no Default or would result therefromEvent of Default shall have occurred and be continuing (it being understood that, for so long as any Default or Event of Default has occurred and is continuing, such fees may continue to accrue and any such accrued fees may be paid upon any and all Defaults and Events of Default ceasing to exist), and (y) to pay general corporate operating and overhead costs and expenses (other than taxes) incurred by the Borrower in the ordinary course of business, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries. (vi) the Borrower and each Subsidiary may declare and make any Restricted Payments after the date hereof in an amount not to exceed $6,000,000 in the aggregate in any calendar year (with unused amounts in any calendar year being permitted to be carried over and made in any succeeding calendar year), in each case if after giving effect to any such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment and (2) the Borrower is in compliance with the covenants set forth in Section 7.11 as of the then most recently ended fiscal quarter of the Borrower; (vii) the Borrower and any Subsidiary may declare and make any Restricted Payment if after giving effect to such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment, (2) the Borrower is in compliance with the covenants set forth in Section 7.11 and (3) the Consolidated Total Debt to Capitalization Ratio, on a pro forma basis, as of the last day of the most recently ended fiscal period for which financial statements have been delivered or furnished pursuant to Section 4.01(a)(vii), Section 6.01(i) or Section 6.01(ii), as applicable, shall be no greater than 15%; and (viii) after a Qualified IPO, the Borrower and each Subsidiary may declare and make any Restricted Payments in an aggregate amount in any consecutive twelve (12) month period, not to exceed 6.0% of Market Capitalization if after giving effect to such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment and (2) the Borrower is in compliance with the covenants set forth in Section 7.11 as of the then most recently ended fiscal quarter of the Borrower;

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ai) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of such Equity Interests in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (dii) the Borrower and any Restricted each Subsidiary may declare and make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance Payments payable solely in common Equity Interests of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)such Person; (eiii) for so long as any Subsidiary may declare and make Restricted Payments to (x) the Borrower or (y) any Restricted other Subsidiary which is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount direct or indirect parent company of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and; (fiv) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the Restricted Subsidiaries may make any proceeds received from the substantially concurrent issue of new common Equity Interests if after giving effect to such Restricted Payment so long as on a pro-forma basis no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment; (v) the Borrower may (and any Subsidiary may make Restricted Payments as shall be required for the Borrower to) make Restricted Payments to the Initial Borrower in an amount sufficient to allow (x) the Initial Borrower to pay fees, expenses and indemnities pursuant to the Management Agreement, so long as, solely with respect to the payment of such fees, no Default or would result therefromEvent of Default shall have occurred and be continuing (it being understood that, for so long as any Default or Event of Default has occurred and is continuing, such fees may continue to accrue and any such accrued fees may be paid upon any and all Defaults and Events of Default ceasing to exist), and (y) to pay general corporate operating and overhead costs and expenses (other than taxes) incurred by the Initial Borrower in the ordinary course of business, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; (vi) the Borrower and each Subsidiary may declare and make any Restricted Payments after the date hereof in an amount not to exceed €5,000,000 in the aggregate in any calendar year (with unused amounts in any calendar year being permitted to be carried over and made in any succeeding calendar year), in each case if after giving effect to any such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment and (2) the Borrower is in compliance with the covenants set forth in Section 7.11 as of the then most recently ended fiscal quarter of the Borrower; and (vii) the Borrower and any Subsidiary may declare and make any Restricted Payment if after giving effect to such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment, (2) the Borrower is in compliance with the covenants set forth in Section 7.11 and (3) the Consolidated Total Debt to Capitalization Ratio, on a pro forma basis, as of the last day of the most recently ended fiscal period for which financial statements have been delivered or furnished pursuant to Section 4.01(a)(vii), Section 6.01(i) or Section 6.01(ii), as applicable, shall be no greater than 15%. This Section 7.06 shall not prohibit the payment of a Restricted Payment if such Restricted Payment is made within 60 days of the declaration thereof provided such Restricted Payment was not prohibited by this Section 7.06 at the time of its declaration.

Restricted Payments. The Borrower will not, and will not permit any Restricted 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 or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional units or shares of its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries of the Borrower may declare and pay dividends to Loan Parties ratably with respect to the ownership of their Equity Interests; (c) the Borrower may make Restricted Payments pursuant a distribution to and in accordance with stock option plans or other compensation or benefit plans approved by Parent on any Tax Distribution Date equal to the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted SubsidiariesTax Distribution Amount; (d) Vista Sand and the Borrower and any Restricted Subsidiary may make any Restricted Payment required consummate the Proppants To Go Distribution on the Effective Date; provided that, prior to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) effectiveness of the Code (or any successor provision)Proppants To Go Distribution, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that Proppants To Go owns no Property other than a U.S. Department of Transportation license number described in such certificate and the right to use the name “Proppants To Go”; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes distributions on the Borrower or any Restricted SubsidiaryEffective Date necessary to consummate the Specified Equity Transactions in an amount not to exceed $85,000,000; and (f) the Borrower and the Restricted Subsidiaries may make distributions to Parent in order to enable Parent to pay management fees not to exceed $3,000,000 in the aggregate during any Restricted Payment so long calendar year to (i) GBH Properties LLC, a Texas limited liability company on account of services provided to and on behalf of the Borrower and its Subsidiaries pursuant to that certain Management Services Agreement, dated as no Default or Event of Default shall have occurred May 1, 2017, among GBH Properties LLC, Parent and be continuing or would result therefrom▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (ii) M&J Partnership, Ltd., a Texas limited partnership on account of services provided to and on behalf of the Borrower and its Subsidiaries pursuant to that certain Management Services Agreement, dated as of May 1, 2017, among M&J Partnership, Ltd., Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Intereststo the Borrower and to wholly-owned Subsidiaries (and, in each the case ratably of a Restricted Payment by a non-wholly-owned Subsidiary, to the holders Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Equity InterestsSubsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other common Equity Interests of Equity Interestssuch Person; (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with purchase, redeem or otherwise acquire shares of its common stock option plans or other compensation common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesother common Equity Interests; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for Payments so long as (1) the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Material Debt Documents then outstanding would permit such Restricted Payment; provided that , 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 do not exceed, for any four consecutive would be less than the sum of (x) $50,000,000 in each fiscal quarters year plus (y) up to 100% of the Borrower, such amount as may be required for Net Cash Proceeds from the sale or issuance by the Borrower or of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid Payments under Section 7.06(c) above plus (z) 50% of the imposition of income or excise taxes on Consolidated Net Income since the Borrower or any Restricted SubsidiaryRestatement Closing Date; and (fe) 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 Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default Borrower shall have occurred a minimum of $75,000,000 of any combination of cash on hand and be continuing availability under a revolving credit facility or would result therefrom(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. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset 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 of its Subsidiaries, 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 of its Subsidiaries (collectively, “Restricted PaymentPayments”), or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary the Borrower may declare make payments and pay dividends or make other distributions to Holdings (or its designee) contemplated by and in accordance with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsSection 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may declare make payments and pay dividends other distributions to the Sponsor (or its designee) contemplated by and in accordance with respect to its Equity Interests payable solely in shares Section 3.8(b) of Equity Intereststhe Depositary Agreement; (c) any Subsidiary of the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, Borrower or any committee thereof, for directors, officers or employees of the Borrower and the Restricted SubsidiariesSubsidiary Guarantor; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required payments to effect a REIT Conversion, including, Holdings (or its designee) to reimburse Holdings for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) general and administrative costs of the Code (or Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $500,000 in any successor provision)fiscal year; (e) for so long as the Borrower or may reimburse any Restricted Subsidiary is a REIT, Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and the Restricted Subsidiaries may make amending any Restricted Payment; provided that the aggregate amount Acceptable Sponsor Letter of such Restricted Payments do not exceed, for any four consecutive fiscal quarters Credit as contemplated by clause (o) of the Borrower, such amount as may be required for definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andDepositary Agreement; (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); 104 Sunshine (Northeast) – Credit Agreement (g) if no Default or Event of Default shall have occurred and be continuing continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of Net Cash Proceeds in excess of the Specified AD Prepayment Amount relating thereto; and (h) if no Default or would result therefromEvent of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to the application of the Net Cash Proceeds in Section 2.9(a)(iv)(B)).

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (ci) the Borrower may make Restricted Payments pursuant to Holdings and in accordance with stock option plans or other compensation or benefit plans approved by (ii) each Restricted Subsidiary may make Restricted Payments to the Borrower’s board of directors, or any committee thereof, for directors, officers or employees Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted SubsidiariesPayment is being made; (b) Holdings, 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) Holdings, the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower and any Restricted Subsidiary Holdings may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for Payments constituting regularly scheduled cash dividends so long as (i) no Default shall have occurred and be continuing or would result therefrom (which may, at the Borrower or any Restricted Subsidiary is a REIToption of the Borrower, be determined on the Borrower and the Restricted Subsidiaries may make any date of declaration of such Restricted Payment; provided that ) and (ii) the aggregate amount of such Restricted Payments do paid or made in any fiscal year would not exceedexceed $50,000,000; (e) Holdings, the Borrower and each Restricted Subsidiary may make any other Restricted Payment so long as (i) no Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect thereto for the most recently ended Measurement Period (including any four consecutive fiscal quarters incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Net Leverage Ratio does not exceed 2.50 to 1.00 at the time of such Restricted Payment; provided that, at the option of the Borrower, such amount as satisfaction of each of clauses (i) and (ii) may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes determined on the Borrower or any date of declaration of such Restricted SubsidiaryPayment; and (f) the Borrower and the Restricted Subsidiaries Holdings may make any Restricted Payment Payments to the extent the same are made with the Available Amount, so long as at the time of, and after giving effect to such Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, declare or makepay any dividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Global 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 Global Group Member (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) the Parent Borrower or any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directorsits common stock, or (b) any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required Payments to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Parent Borrower or any Restricted other Subsidiary that is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters Wholly-Owned Subsidiary of the Parent Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (fc) the Borrower and the Restricted Subsidiaries may make any Restricted Payment 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 not to exceed US$50,000,000 in the aggregate during any fiscal year, commencing with the fiscal year ending December 31, 2008, provided, that (i) such amount shall be increased to (x) US$100,000,000 as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.75 to 1.00 and (y) US$150,000,000 as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.50 to 1.00 and (ii) this restriction (on the annual amount of such Parent Borrower Restricted Payments) shall cease to be applicable as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.00 to 1.00, (d) the Parent Borrower may purchase fractional shares of its common stock arising out of stock dividends, splits or combinations or business combinations, (e) Restricted Payments by the Parent Borrower and its Subsidiaries pursuant to any transaction permitted by Section 7.4, (f) any non-Wholly-Owned Subsidiary of the Parent Borrower may declare and pay cash dividends to its equity holders generally so long as the Parent Borrower or its respective Subsidiary which owns the equity interests in the Subsidiary paying such dividend receives at least its proportional share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interest of such Subsidiary), (g) the payment of regularly scheduled dividends on (including dividends for cash) any preferred stock of the Canadian Borrower, or the repurchase, redemption or other acquisition or retirement for value in an aggregate amount not to exceed C$35,000,000 of any preferred stock of the Canadian Borrower, (h) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Parent Borrower or any Subsidiary held by any future, present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock in any fiscal year (other than any such Capital Stock repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof) will not exceed (x) US$15,000,000 or the Canadian Dollar Equivalent thereof for the fiscal year ending December 31, 2007 and (y) US$5,000,000 per year or the Canadian Dollar Equivalent thereof for each fiscal year ending thereafter, (i) the payment of regularly scheduled dividends on (including dividends for cash) any preferred stock of Domtar (Canada) Paper Inc., or the repurchase, redemption or other acquisition or retirement for value in an aggregate amount not to exceed US$1,000,000 or C$1,100,000 of any preferred stock of Domtar (Canada) Paper Inc. and (j) the acquisition of Capital Stock transferred to, or deemed to be acquired by, the Parent Borrower or any Subsidiary in payment of all or any portion of the exercise price of options or warrants the issuance of which is not prohibited by this Agreement.

Restricted Payments. The Borrower Each Obligor will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent bonus or otherwise) incentive awards payments to do soGlobal Partners, except that: (a) any Restricted Subsidiary may declare Obligor and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect any of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower Subsidiaries may make Restricted Payments to, directly or indirectly, purchase its Equity Interests (including related stock appreciation rights, restricted stock units or similar securities) from its present or former officers, partners, members, directors, consultants, agents or employees (or their estates, family members or former spouses) upon the death, disability, retirement or termination of the applicable officer, partner, member, director, consultant, agent or employee or pursuant to and in accordance with any equity subscription agreement, stock option plans or other compensation equity incentive award agreement, shareholders’ or benefit plans approved by the Borrower’s board of directorsmembers’ agreement or similar agreement, plan or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Paymentarrangement; provided that the aggregate amount of payments under this clause (a) in any fiscal year of the Borrowers shall not exceed the sum of $10,000,000 (which shall increase to $20,000,000 after the Qualified IPO Date) plus (ii) any proceeds received from key man life insurance policies plus (iii) the amount of any bona fide cash bonuses otherwise payable to members of management, directors or consultants of the Obligors and their Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity Interests the fair market value of which is equal to or less than the amount of such cash bonuses; provided further that any Restricted Payments permitted (but not made) pursuant to this clause (a) in any prior fiscal year may be carried forward to any subsequent calendar year; (b) any Subsidiary of any Obligor may make Restricted Payments to any wholly-owned Subsidiary of any Obligor; (c) any Subsidiary of the Obligors may make distributions to its limited partners and other Subsidiaries of the Obligors pursuant to and in accordance with such Subsidiary’s organizational documents; (d) the Borrowers may make Restricted Payments from Carried Interest received by the Borrowers so long as, immediately before and after giving effect to such Restricted Payments do not exceedPayment, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted no Payment so long as no Default or Event of Default shall have occurred and be continuing; (e) any Obligor may make bonus or incentive awards payments to any Global Partner so long as, immediately before and after giving effect to such payment, no Event of Default shall have occurred and be continuing; (f) in respect of any period during which any Obligor qualifies as a partnership for U.S. federal and state income tax purposes, such Obligor shall be permitted to distribute to owners of any Equity Interests thereof with respect to each fiscal year of such Obligor an aggregate cash amount equal to the product of (a) the amount of taxable income allocated by such Obligor to such owners for such fiscal year, as reduced by any available carryforwards of net operating losses, capital losses, and similar items (collectively, “Available Carryforwards”), but, in respect of any fiscal year ending after the Amendment Effective Date, only to the extent such Available Carryforwards arise out of a loss or similar item realized by such Obligor on or after Amendment Effective Date, calculated by assuming that each such owner elects to carry forward such items and that such owner’s only income, gain, deductions, losses and similar items are those allocated to such owner by such Obligor and taking into account such limitations as the limitation on the deductibility of capital, multiplied by (b) the highest effective combined federal, state and local income tax rate applicable during such Fiscal Year to a natural person residing in New York, New York taxable at the highest marginal federal income tax rate and the highest marginal income tax rates (after giving effect to the federal income tax deduction for such State and local income taxes and without taking into account the effects of Sections 67 and 68 of the Code), provided that (i) any such payment shall be permitted only if, immediately before and after giving effect to such payment, no Payment Default or Bankruptcy Event of Default shall have occurred and be continuing and (ii) with respect to any fiscal year ending after the Amendment Effective Date, the amount of taxable income referred to in clause (a) above shall only be reduced by an amount equal to 75% of Available Carryforwards; (g) the Obligors may make a Restricted Payment to the owners of Equity Interests thereof in an amount equal to the excess of (i) the aggregate amount of actual tax payments made by the Affected Carlyle Owners for the fiscal year 2009 over (ii) the aggregate amount of distributions previously made to the Affected Carlyle Owners pursuant to Section 7.06(f) of the Existing Credit Agreement for such fiscal year, provided that (i) such Restricted Payment shall be permitted only if, immediately before and after giving effect to such Restricted Payment, no Payment Default or would result therefromBankruptcy Event of Default shall have occurred and be continuing and (ii) only one such Restricted Payment shall be permitted pursuant to this paragraph (g); (i) any Obligor may make Restricted Payments in the form of Equity Interests of such Obligor and (ii) any Subsidiary of any Obligor may make Restricted Payments to any Obligor or any Subsidiary of any Obligor in the form of Equity Interests of such Subsidiary; (i) any Obligor or any of their Subsidiaries may make bonus payments on account of Carried Interest received from Carlyle Japan Partners II, L.P. (or any successor fund with a similar organization) in lieu of Carried Interest; provided that any such distribution may be made only to the extent that a distribution could have been made under clause (d) above; (j) any Obligor or any of their Subsidiaries may make Restricted Payments on account of Deal Team Interest to members, partners, employees, contractors or advisors of the Borrowers or any of their Affiliates; (k) the Obligors may make Restricted Payments from the Net Cash Proceeds of any sale or sales of Equity Interests of the Obligors; (l) the Obligors or any of their Subsidiaries may make Investments permitted pursuant to Section 7.05(j); (m) the Obligors may make a Restricted Payment from the Net Cash Proceeds of any incurrence of Subordinated Indebtedness; (n) any Subsidiary that is not wholly-owned by the Obligors may make a Restricted Payment to the holders of the Equity Interests in such Subsidiary on a pro rata basis for all such holders with respect to both the amount and form of such Restricted Payment; (o) the Obligors may make a Restricted Payment of the type described in Section 6.08(b)(i) from (i) the proceeds of any Revolving Credit Loan to the extent permitted by Section 6.08(b) and (ii) cash and Permitted Investments, the source of which is business operations and not from the incurrence of any Indebtedness; and (p) the Obligors may make Restricted Payments (other than a Restricted Payment of the type described in Section 6.08(b)(i)) required to effect the Company Reorganization.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Loan Party or Restricted Subsidiary that owns Equity Interests in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare make Restricted Payments to Holdings so that Holdings may make, and pay dividends with respect Holdings shall be permitted to its Equity Interests payable solely in shares of Equity Interestsmake Permitted Tax Distributions; (c) the Borrower and each Restricted Subsidiary may declare and make Restricted Payments pursuant to and in accordance with stock option plans dividend payments or other compensation or benefit plans approved by the Borrower’s board distributions payable solely in common Equity Interests of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariessuch Person; (d) the Borrower and any Restricted Subsidiary may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make Restricted Payments during any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) fiscal year of the Code (Borrower in an aggregate amount not to exceed $3,000,000 so long as no Default shall have occurred and be continuing, or any successor provision);would result therefrom, at the time of such Restricted Payment; and (e) the Borrower may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make, Restricted Payments in an unlimited amount, provided that after giving pro forma effect to each such Restricted Payment, the Consolidated Net Leverage Ratio shall be less than or equal to 2.50 to 1.00 for the most recently ended Measurement Period for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) so long as no Default shall have occurred and be continuing, or would result therefrom, at the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount time of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andPayment; (f) the Borrower and the Restricted Subsidiaries may make Restricted Payments required to satisfy to any Restricted Payment subordinated earnout obligation that was permitted to be incurred in connection with a Permitted Acquisition; and (g) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings so that Holdings may repurchase its Equity Interests owned by employees of Holdings, the Borrower or any of its Subsidiaries or make payments to employees of Holdings, the Borrower or its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount under this clause (g) not to exceed $8,000,000 in any fiscal year.

Restricted Payments. The Borrower will not, and will not (i) Make or permit any Restricted Subsidiary to, declare or make, or agree of its Subsidiaries to pay or make, directly or indirectly, any Restricted Payment, Payment or incur any obligation (contingent or otherwise) to do soRestricted Investment, except that, so long as no Default or an Event of Default shall have occurred and be continuing, BMCA may make, and may permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment so long as, at the time of such Restricted Payment or Restricted Investment and immediately after giving effect thereto, the aggregate amount of Restricted Payments made since the Closing Date and the aggregate amount of Restricted Investments made since the Closing Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of BMCA in good faith as of the date of payment or investment) shall not exceed (when combined with all Restricted Payments and Restricted Investments since January 1, 2001) the sum of: (a) any Restricted Subsidiary may declare 50% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of BMCA accrued during the period beginning January 1, 2001 and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect ending on the last day of its Equity Interests, in each case ratably to the holders of most recently completed fiscal quarter for which financial statements are available (treating such Equity Interestsperiod as a single accounting period); (b) 100% of the Borrower may declare net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of BMCA in good faith, as evidenced by a board resolution, received by BMCA from any Person (other than a Subsidiary of BMCA) from the issuance and pay dividends with respect sale subsequent to its July 26, 2004 of Equity Interests payable solely in shares of BMCA (other than Redeemable Equity Interests) or as a capital contribution; provided that, if the value of the non-cash consideration or contribution is in excess of $50,000,000, BMCA shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of BMCA or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (B) to be made by such investment banking firm), and such opinion shall have been delivered to the Administrative Agent; (c) with respect to Restricted Investments made by any Loan Party after July 26, 2004, an amount equal to the Borrower may make net reduction in such Restricted Payments pursuant to and Investments in accordance with stock option plans any Person resulting from repayments of loans or advances, or other compensation transfers of assets, in each case to any Loan Party or benefit plans approved from the net cash proceeds from the sale or other disposition of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income (Loss)), or from designation of any Non-Recourse Subsidiary as a Loan Party, not to exceed, in each case, the amount of Restricted Investments previously made by the Borrower’s board of directorsLoan Parties in such Person or Non-Recourse Subsidiary after July 26, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries2004; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) 100% of the Code net cash proceeds received by BMCA from the exercise of options or warrants on BMCA’s Equity Interests (or any successor provision)other than Redeemable Equity Interests) since July 26, 2004; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters 100% of the Borrowernet cash proceeds received by BMCA from the conversion into Equity Interests (other than Redeemable Equity Interests) of convertible Debt or convertible Preferred Interests issued and sold (other than to a Subsidiary of BMCA) since July 26, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary2004; and (f) $60,000,000. The designation by BMCA or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the Borrower making of a Restricted Investment by BMCA in an amount equal to the outstanding Investments made by BMCA and its Subsidiaries in such Person being designated a Non-Recourse Subsidiary at the Restricted Subsidiaries may make any Restricted Payment so time of such designation. (ii) Section 5.02(g)(i) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefromtherefrom other than pursuant to Section 5.02(g)(i): (a) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with Section 5.02(g)(i); (b) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by BMCA from the substantially concurrent sale of its common stock (other than to a Subsidiary of BMCA); provided that such net cash proceeds so utilized shall not be included in paragraph (a) in determining the amount of Restricted Payments or Restricted Investments BMCA could make under Section 5.02(g)(i); (c) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate from July 26, 2004 determined as of the date of the Investment (the amount so expended, if other than cash, to be determined by BMCA’s Board of Directors, as evidenced by a board resolution); and (d) repurchases of Equity Interests of BMCA, in each case from employees, former employees or directors of BMCA or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause (d) shall not exceed $3,000,000 in any Fiscal Year; provided, further, that if any portion of the aggregate amount of Restricted Payments permitted to be made pursuant to this clause (d) shall not be made in a Fiscal Year, Restricted Payments pursuant to this clause (d) in amount not to exceed to such unused portion may be made in the subsequent Fiscal Year in addition to all other Restricted Payments permitted to be made pursuant to this clause (d) in that Fiscal Year. Restricted Payments or Restricted Investments made pursuant to clause (b), (c) or (d) of this clause (ii) shall not be deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under Section 5.02(g)(i). For purposes of determining compliance with this Section 5.02(g), in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described above, BMCA in its sole discretion, may order and classify such Restricted Payment in any manner in compliance with this Section 5.02(g).

Restricted Payments. The Each Borrower will not, and will not permit any of its Restricted Subsidiary 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: (a) (i) any Restricted Subsidiary may declare and pay dividends to, or make other distributions with respect to, the Dutch Borrower or any Restricted Subsidiary that is a direct parent of such Restricted Subsidiary and, if not a Wholly Owned Subsidiary, to each other direct owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Dutch Borrower or such Restricted Subsidiary) based on their relative ownership interests; and (ii) to the extent permitted by Section 6.04, any Restricted Subsidiary that is not a Wholly Owned Subsidiary may repurchase its Equity Interests, or make other Restricted Payments in respect Interests from any owner of its the Equity Interests, in each case ratably to the holders Interests of such Equity InterestsRestricted Subsidiary that is not the Dutch Borrower or a Restricted Subsidiary; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests[Reserved]; (c) the Dutch Borrower may make Restricted Payments pursuant to and in accordance with its equityholders to purchase or redeem Equity Interests (including related stock option plans appreciation rights or other compensation similar securities) held by then-present or benefit plans approved by the Borrower’s board of former directors, or any committee thereof, for directorsconsultants, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Dutch Borrower or any Restricted Subsidiary is a REIT, the Borrower and of the Restricted Subsidiaries may make or by any Restricted PaymentPlan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided that the aggregate amount of Restricted Payments under this Section 6.06(c) shall not exceed $15,000,000 in any Fiscal Year (with unused amounts in any calendar year being permitted to be carried over for the succeeding calendar year); provided further that such amount in any calendar year may be increased as the Dutch Borrower may elect by an amount not to exceed: (i) the cash proceeds received by the Dutch Borrower or any of its Restricted Subsidiaries in such calendar year from the sale of Equity Interests (other than Disqualified Equity Interests) of the Dutch Borrower or any direct or indirect parent of the Dutch Borrower (to the extent contributed to the Dutch Borrower) to directors, consultants, officers or employees of the Dutch Borrower or its Restricted Subsidiaries or any direct or indirect parent of the Dutch Borrower that occurs after the Effective Date, plus (ii) amounts received in respect of key man life insurance policy proceeds; (d) any Person may make noncash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Person may make additional Restricted Payments after the Effective Date in an aggregate amount with all other Restricted Payments made pursuant to this clause (e) not to exceed $25,000,000 in the aggregate; (f) any Person may make Restricted Payments to minority shareholders of any Subsidiary that is acquired pursuant to a Permitted Business Acquisition pursuant to appraisal or dissenters’ rights with respect to shares of such Subsidiary held by such shareholders; (g) the Dutch Borrower may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of the Dutch Borrower; (h) if the Consolidated Leverage Ratio as of the most recently ended Test Period is less than or equal to 1.00 to 1.00 (or 2.00 to 1.00 after consummation of a Qualified IPO), the Dutch Borrower may elect to make Restricted Payments to its shareholders in an amount not to exceed the Available Free Cash Flow Amount, such election to be specified as provided in a written notice of a Responsible Officer of the Dutch Borrower calculating in reasonable detail the amount of Available Free Cash Flow Amount immediately prior to such election and the amount thereof elected to be so applied; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom and any related transactions (including, without limitation, the incurrence of any Indebtedness); provided further that, if the Consolidated Leverage Ratio as of the most recently ended Test Period is (i) greater than 1.00 to 1.00 (or 2.00 to 1.00 after consummation of a Qualified IPO) and less than or equal to 1.50 to 1.00 (or 2.50 to 1.00 after the consummation of a Qualified IPO), the amount of Restricted Payments permitted under in this clause (h), shall not exceed the lesser of (1) the Available Free Cash Flow Amount on the date of such Restricted Payment and (2) $25,000,000 (or $50,000,000 after consummation of a Qualified IPO) or (ii) greater than 1.50 to 1.00, (or 2.50 to 1.00 after the consummation of a Qualified IPO) the amount of Restricted Payments do permitted under in this clause (h), shall not exceedexceed the lesser of (1) the Available Free Cash Flow Amount on the date of such Restricted Payment and (2) $15,000,000 (or $30,000,000 after consummation of a Qualified IPO); (i) the Dutch Borrower may distribute up to €250,000,000 to its equity holders, for any four consecutive fiscal quarters of in one or more transactions, consummated no later than December 31, 2013; (j) the Borrower, such amount as may be required for the Dutch Borrower or any Restricted SubsidiarySubsidiary may (i) make payments of cash, as applicableor dividends, distributions or advances to continue allow such Person to qualify as make payments of cash, in lieu of the issuance of fractional shares upon exercise of warrants or upon the conversion or exchange of Equity Interests of such Person and (ii) honor any conversion request by a REIT or to avoid holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (k) the imposition declaration and payment of income or excise taxes dividends on the Dutch Borrower’s common stock following the first public offering of the Dutch Borrower’s common stock or the common stock of any of its direct or indirect parents after the Effective Date, of up to 6% per annum of the net proceeds received by or contributed to the Dutch Borrower in or from any Restricted Subsidiarysuch public offering, other than public offerings of common stock registered on Form S-4 or Form S-8; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (l) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.06.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay declare or make, directly or indirectly, any Restricted Payment, or incur incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and pay dividends with respect to its Equity Interests payable solely in shares of Equity InterestsSubsidiaries; (c) to the extent the Borrower remains a pass-through entity, the Borrower may make Restricted Payments pursuant distributions to the Trust to permit the Trust to pay federal and in accordance with stock option plans or other compensation or benefit plans approved state income taxes then due and owing by the BorrowerTrust that are attributable to the Trust’s board ownership of directors, or any committee thereof, for directors, officers or employees Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the Restricted Subsidiariesamount of such distributions for the payment of taxes shall not be greater than the amount such taxes would have been had the Borrower not filed consolidated income tax returns with the Trust; (d) the Borrower and any Restricted Subsidiary the Portfolio Companies may make any Restricted Payment required pay Management Fees to effect a REIT Conversionthe Manager, including, and reimburse the Manager for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) its reasonable expenses incurred in connection with its management of the Code Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement and the other Management Fee Documents, each as in effect on the date hereof (provided, that (i) any amounts paid by the Borrower under the Management Fee Agreement shall be net of amounts paid by the Portfolio Companies to the Manager or any successor provisionits Affiliates pursuant to the Management Fee Documents to which the Portfolio Companies are party and (ii) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the aggregate amount applicable acquisition or sale and (ii) such fees have been approved by the board of such Restricted Payments do not exceed, for any four consecutive fiscal quarters directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect thereto and the Restricted Subsidiaries may make incurrence of any Restricted Payment so long as Indebtedness in connection therewith, (i) no Default or Event of Default shall exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have occurred been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and be continuing all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which a Compliance Certificate has most recently been delivered to the Administrative Agent in accordance with this Agreement times 0.25, (ii) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such payment, (iii) no Event of Default exists or would result therefrom and (iv) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ai) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of such Equity Interests in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (dii) the Borrower and any Restricted each Subsidiary may declare and make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance Payments payable solely in common Equity Interests of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)such Person; (eiii) for so long as any Subsidiary may declare and make Restricted Payments to (x) the Borrower or (y) any Restricted other Subsidiary which is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount direct or indirect parent company of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and; (fiv) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the Restricted Subsidiaries may make any proceeds received from the substantially concurrent issue of new common Equity Interests if after giving effect to such Restricted Payment so long as on a pro-forma basis no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment; (v) the Borrower may (and any Subsidiary may make Restricted Payments as shall be required for the Borrower to) make Restricted Payments in an amount sufficient to allow (x) the Borrower to pay fees, expenses and indemnities pursuant to the Management Agreement (as in effect on the Restatement Effective Date), so long as, solely with respect to the payment of such fees, no Default or would result therefromEvent of Default shall have occurred and be continuing (it being understood that, for so long as any Default or Event of Default has occurred and is continuing, such fees may continue to accrue and any such accrued fees may be paid upon any and all Defaults and Events of Default ceasing to exist), and (y) to pay general corporate operating and overhead costs and expenses (other than taxes) incurred by the Borrower in the ordinary course of business, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries. (vi) the Borrower and each Subsidiary may declare and make any Restricted Payments after the date hereof in an amount not to exceed $6,000,000 in the aggregate in any calendar year (with unused amounts in any calendar year being permitted to be carried over and made in any succeeding calendar year), in each case if after giving effect to any such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment and (2) the Borrower is in compliance with the covenants set forth in Section 7.11 as of the then most recently ended fiscal quarter of the Borrower; (vii) the Borrower and any Subsidiary may declare and make any Restricted Payment if after giving effect to such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment, (2) the Borrower is in compliance with the covenants set forth in Section 7.11 and (3) the Consolidated Total Debt to Capitalization Ratio, on a pro forma basis, as of the last day of the most recently ended fiscal period for which financial statements have been delivered or furnished pursuant to Section 4.01(a)(vii), Section 6.01(i) or Section 6.01(ii), as applicable, shall be no greater than 15%; and (viii) after a Qualified IPO, the Borrower and each Subsidiary may declare and make any Restricted Payments in an aggregate amount in any consecutive twelve (12) month period, not to exceed 6.0% of Market Capitalization if after giving effect to such Restricted Payment on a pro-forma basis (1) no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment and (2) the Borrower is in compliance with the covenants set forth in Section 7.11 as of the then most recently ended fiscal quarter of the Borrower;

Restricted Payments. The Borrower will not, and nor will not it permit any Restricted 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 thatexcept: (a) any the Borrower may make Restricted Subsidiary may declare and pay dividends or make other distributions Payments with respect to its Equity Interests, Interests or make other Restricted Payments in with respect of its to Equity InterestsEquivalents, in each case ratably to the holders of such case, payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests); (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower Subsidiaries may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option or stock ownership plans, employment agreements, incentive plans or other compensation or benefit plans approved by the Borrower’s board Board of Directors for management, directors, or any committee thereof, for former directors, officers or employees and former employees of the Borrower and the Subsidiaries; (c) the Borrower and its Subsidiaries may make Restricted SubsidiariesPayments; provided that (i) with respect to any Restricted Payment of the type declared by the board of directors (or other governing body) of such Person, no Event of Default exists at the time of declaration thereof or would result immediately after giving effect thereto (as determined at the time of such declaration) and such Restricted Payment is made within 60 days of such declaration and (ii) with respect to any other Restricted Payments, no Event of Default exists at the time such Restricted Payment is made or immediately after giving effect thereto; (d) the Borrower and any Restricted Subsidiary its Subsidiaries may make any additional Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Payments not otherwise permitted by this Section 857(a)(2)(B) of the Code (or any successor provision)6.06 in an aggregate amount not exceeding $150,000,000; (e) the Borrower and its Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests or options in exchange for (or out of the proceeds of a substantially concurrent offering of) Qualified Equity Interests of the Borrower or newly issued options to acquire Equity Interests of the Borrower; (f) [Reserved]; (g) the Borrower or any Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests within 180 days of any Acquisition which was funded in whole or in part through the issuance of Qualified Equity Interests to the sellers of the business acquired in such Acquisition so long as the Borrower or any Restricted Subsidiary is a REIT, amount expended does not exceed the Borrower and current market value (as determined in good faith by the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters Borrower) of the Borrower, Qualified Equity Interests issued to such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiarysellers in such Acquisition; and (fh) the Borrower and the Restricted Subsidiaries may make ordinary cash dividends on any Restricted Payment so long as no Default or Event Equity Interests of Default shall have occurred and be continuing or would result therefromthe Borrower.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payment except that: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to the Borrower, the Subsidiaries 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 or as otherwise required pursuant to its Equity Interests, in each case ratably to the holders of such Equity InterestsOrganizational Documents; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the common stock or other Equity Interests of Equity Interestssuch Person or another Subsidiary; (c) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock option plans or other compensation Equity Interests or benefit plans approved by Indebtedness permitted under Section 7.03; (d) the Borrower’s board of directors, Borrower or any committee thereof, for of its Subsidiaries may purchase (i) Equity Interests in any Loan Party or options with respect thereto held by directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and or any Restricted Subsidiary may make (or their estates or authorized representatives) in connection with (A) the death, disability or termination of employment of any Restricted Payment required such director, officer or employee or (B) any benefit or incentive plans to effect a REIT Conversion, including, provide funds for the avoidance payment of doubtany Tax or other amounts owing by such directors, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) officers or employees upon vesting of the Code Equity Interests or options provided under such plans; and (or ii) Equity Interests in any successor provision);Loan Party for future issuance under any employee stock plan; and (e) for so long as if immediately after giving effect to the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any relevant Restricted Payment so long as set forth below, no Default or Event of Default shall have occurred and be continuing and the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 for the four consecutive fiscal quarters ended on the last day of the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, calculated as if such Restricted Payment had been consummated on the first day of such fiscal period, the Borrower or any of its Subsidiaries may: (i) make Restricted Payments after January 1, 2015, if the Consolidated Net Leverage Ratio as of the date of such Restricted Payment does not exceed 3.50 to 1.00; (ii) make cash dividends in any fiscal year of the Borrower in an amount not to exceed $27,500,000; provided that any portion of such $27,500,000 not used in any such fiscal year may be carried forward to the next fiscal year and any cash dividend which is made in such next fiscal year pursuant to this exception shall first reduce such amount which is carried forward; (iii) make Restricted Payments in an amount not to exceed $100,000,000 in the aggregate during the term of this Agreement; and (iv) make Restricted Payments in an amount not to exceed the sum of (A) if positive, 50% of Consolidated Net Income from July 1, 2013 to the end of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), as applicable, (or, if Consolidated Net Income for such period is a deficit, less 100% of such deficit), (B) 100% of the proceeds from any sale or issuance of Equity Interests of the Borrower and its Restricted Subsidiaries that are not otherwise used to make Investments, (C) 100% of the proceeds received by the Borrower and its Restricted Subsidiaries from any Unrestricted Subsidiary, joint venture or Restricted Investment Disposed of; provided that, notwithstanding the terms of this clause (C), for any Disposition of an Unrestricted Subsidiary that is a Foreign Subsidiary, only 25% of the proceeds received by the Borrower or its Restricted Subsidiaries from such Disposition shall be included under this clause (C), (D) the excess of 100% of the fair market value (as reasonably determined by the Borrower in good faith) of any Investment in an Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary over any Indebtedness associated with such redesignated Subsidiary, and (E) 100% of the dividends or distributions received from a Person who is not a Restricted Subsidiary (including any Unrestricted Subsidiary or any Joint Venture) which are in cash or cash equivalents and have not otherwise been added to such sum pursuant to clause (A) above; provided that, notwithstanding the foregoing limitations of Section 7.06(e), any such Restricted Payments may be made within 60 days of the date of declaration of any such Restricted Payment, if, on the date of declaration of the Restricted Payment, such Restricted Payment would result therefromhave complied with the requirements of Section 7.06(e).

Restricted Payments. The Borrower will not, and will not permit any Restricted None of the Borrowers or Subsidiary to, Guarantors shall 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: (a) any Subsidiary Guarantor may make Restricted Payments to a Borrower or another Subsidiary may declare Guarantor (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary Guarantor, to any Borrower and pay dividends or make any other distributions with respect Subsidiary Guarantor and to its each other owner of Equity Interests of such Subsidiary Guarantor based on their relative ownership interests of the relevant class of Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests); (b) the Borrower Borrowers and Subsidiary Guarantors may declare and pay dividends with respect to its Equity Interests make Restricted Payments payable solely in shares the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of Equity Interestssuch Person; (c) the Borrower may make Restricted Payments in an amount not to exceed the amount of Cash Flow Available for Distribution determined on the date of such Restricted Payment to the extent Not Otherwise Applied; provided the Restricted Payment Conditions are satisfied at the time such Restricted Payments are made; provided further that there shall not be any Restricted Payment of any Target Shares made pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesthis Section 7.06(c); (d) Restricted Payments that are made in (i) an amount equal to the amount of Excluded Contributions previously received and the Borrower and Representative elects to apply under this clause (d) or (ii) without duplication with the preceding clause (i), an amount equal to the proceeds distributed by the Acquired Business to any Restricted Borrower or Subsidiary may make Guarantor from a Disposition in respect of property or assets acquired by the Acquired Business after the Closing Date by means of an Excluded Contribution, in each case, to the extent Not Otherwise Applied; provided that there shall not be any Restricted Payment required of any Target Shares made pursuant to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of this Section 857(a)(2)(B) of the Code (or any successor provision7.06(d); (e) for so long as to the extent constituting Restricted Payments, the Borrowers and the Subsidiary Guarantors may enter into and consummate transactions expressly permitted by any provision of Sections 7.02 (other than Sections 7.02(c) and (j)), 7.04 or 7.07 (other than Sections 7.07(d) or 7.07(i)); (f) repurchases of Equity Interests in any Borrower (or any Parent Company thereof) or Subsidiary Guarantor, with respect to which no cash or other consideration is paid by such Borrower or Subsidiary Guarantor, 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) the Borrowers and Subsidiary Guarantors may pay (or make Restricted Payments to allow any Restricted Subsidiary is other Parent Company thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of any Borrower (or of any Parent Company thereof) from any future, present or former employee, officer, director, manager or consultant of such Borrower (or any Parent Company of such Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee or director equity plan, employee, manager or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, manager, director, officer or consultant of a REIT, the Borrower and the Restricted Subsidiaries may make (or any Restricted PaymentParent Company thereof) or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $15,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (i) to the extent contributed to any Borrower, the net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests or Designated Equity Contributions) of any of such Borrower’s Parent Company, in each case to members of management, managers, directors or consultants of such Borrower, any of its Subsidiaries or any of its Parent Company that occurs after the Closing Date, to the extent net cash proceeds from the sale of such Equity Interests have been Not Otherwise Applied; plus (ii) the net cash proceeds of key man life insurance policies received by any Borrower or Subsidiary Guarantor; less (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clause (i) and (ii) of this Section 7.06(g); (h) Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section 7.10(a)(iii), $10,000,000; (i) any Borrower may make Restricted Payments to any Parent Company of such Borrower: (i) to pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Borrowers, the Subsidiary Guarantors and the Acquired Business and Transaction Expenses and any reasonable and customary indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations of the Borrowers, the Subsidiary Guarantors and the Acquired Business; (ii) the proceeds of which shall be used by such parent to pay franchise, excise and similar Taxes, and other fees and expenses, required to maintain its (or any of its Parent Companies’) corporate or other legal existence; (iii) with respect to any taxable period or portion thereof during which a Borrower is a passthrough entity (including a partnership or disregarded entity) for U.S. federal income tax purposes, payments or distributions by any Borrower to any member or partner of such Borrower on or prior to each estimated tax payment date as well as each other applicable due date, in an aggregate amount such that each member or partner (or its direct or indirect members or partners, if applicable) of a Borrower receives, in the aggregate for such period, payments or distributions not to exceed such member or partner’s U.S. federal, state, and/or local income taxes (as applicable) attributable to its direct or indirect ownership of such Borrower and its Subsidiaries with respect to such taxable period (assuming that such member or partner is subject to tax at the highest combined marginal U.S. federal, state, and local income tax rates (including any tax rate imposed on “net investment income” by Section 1411 of the Code) applicable to an individual or, if higher, a corporation, resident in New York City (for the avoidance of doubt, regardless of the actual rate applicable to such member or partner), determined by (A) taking into account (1) the alternative minimum tax, (2) any U.S. federal, state, and/or local (as applicable) loss carryforwards of such member or partner available from losses of such member or partner attributable to its direct or indirect ownership of such Borrower and its Subsidiaries for prior taxable periods to the extent such loss is of a character that would allow such loss to be available to reduce taxes in the current taxable period (taking into account any limitations on the utilization of such loss to reduce such taxes and to the extent such loss had not already been utilized), (3) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income, and (4) any adjustment to such member’s or partner’s taxable income attributable to its direct or indirect ownership of such Borrower and its Subsidiaries as a result of any tax examination, audit, or adjustment with respect to any period or portion thereof, and (B) not taking into account (1) the application of Section 199A of the Code, and (2) the deductibility of state and local income taxes for U.S. federal income tax purposes) (any such payments or distributions permitted under clause (ii), above, or this clause (iii), a “Permitted Tax Distribution”); (iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such section; provided that (A) such Restricted Payments do not exceedPayment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, for any four consecutive fiscal quarters immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrowers or the Subsidiary Guarantors or (2) the merger (to the extent permitted in Section 7.04) of the BorrowerPerson formed or acquired into the Borrowers or the Subsidiary Guarantors in order to consummate such Investment (it being understood that such contribution or merger shall not build any other basket hereunder); (v) the proceeds of which shall be used to pay customary salary, such amount as may be required for bonus and other benefits payable to officers and employees of the Borrower Borrowers or any Restricted SubsidiaryParent Company of the Borrowers to the extent such salaries, as applicablebonuses and other benefits are attributable to the ownership or operation of the Borrowers, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on Subsidiary Guarantors and the Borrower or any Restricted SubsidiaryAcquired Business; and (fvi) the proceeds of which shall be used by any Parent Company of any Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by such parent (or any Parent Company thereof) that is directly attributable to the operations of the Borrowers, the Subsidiary Guarantors and the Restricted Subsidiaries Acquired Business; and (j) the Borrowers or the Subsidiary Guarantors may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Investment permitted under Section 7.02 and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrompayments on convertible Indebtedness in accordance with its terms.

Restricted Payments. The Borrower will not, and nor will not it permit any of its Restricted Subsidiary to, declare or make, or agree Subsidiaries to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted Subsidiary may declare and pay to make dividends or make other distributions with respect to its payable solely in the same class of Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders Interests of such Equity InterestsPerson; (b) the Borrower may declare and pay to make dividends with respect or other distributions payable to its Equity Interests payable solely in shares of Equity Interestsany Credit Party (directly or indirectly through Subsidiaries); (c) subject to the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee subordination terms thereof, for directorsto make regularly scheduled interest payments, officers or employees and payments of the Borrower fees, expenses and the Restricted Subsidiariesindemnification obligations as and when due, under any Subordinated Indebtedness; (d) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower and or any Restricted Subsidiary of the Borrower held by any current or former officer, director or employee of the Borrower or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that (i) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed the greater of (A) $75,000,000 and (B) 3.5% of Consolidated Net Tangible Assets in any 12-month period plus the portion of such amount available but unused from prior 12-month periods and (ii) such amount in any 12-month period may be increased by an amount not to exceed (A) the net cash proceeds received by the Borrower from the sale of Equity Interests (other than Disqualified Stock) of the Borrower that occurs after the Closing Date (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments), plus (B) the net cash proceeds of key man life insurance policies received by the Borrower and its Restricted Subsidiaries after the Closing Date, less (C) the amount of any Restricted Payments made pursuant to clauses (ii)(A) and (ii)(B) of this clause (d); (e) the repurchase of Equity Interests deemed to occur (i) upon the exercise of stock options, warrants or other convertible securities (other than, for the avoidance of doubt, convertible securities constituting Convertible Bond Indebtedness) to the extent such Equity Interests represent a portion of the exercise price thereof or (ii) upon the transfer of shares of restricted stock to the Borrower in connection with the payment of withholding tax by the Borrower or a Restricted Subsidiary following a sale of shares of restricted stock by the holder thereof; (f) so long as no Event of Default has occurred and is continuing or would result therefrom, (i) to make dividends, repurchase shares of its Equity Interests and make other Restricted Payments in an aggregate amount not to exceed the greater of (A) $325,000,000 and (B) 15% of Consolidated Net Tangible Assets for the period from the Closing Date through the Term Loan A Maturity Date and (ii) if the Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period would be less than or equal to 3.75 to 1.00 on a Pro Forma Basis, after giving effect thereto, to make unlimited dividends, share repurchases and other Restricted Payments (it being understood and agreed that Restricted Payments made pursuant to this clause (ii) shall not be included in the calculation of the amount available for Restricted Payments pursuant to the foregoing clause (i)); (g) the Borrower may (i) enter into Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions in connection with the issuance of Convertible Bond Indebtedness permitted under Section 8.01(q) and satisfy its obligations to pay premiums upon entering into such transactions and (ii) make any Restricted Payment payment in connection therewith by delivery of shares of the Borrower’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 Borrower’s common stock; (h) the Borrower may issue shares of its common stock, make cash payments of interest required pursuant to the related indenture, make cash payments required to effect be made under the related indenture in an amount (excluding any required payment of interest with respect to such Convertible Bond Indebtedness and excluding any payment of cash in lieu of a REIT Conversionfractional share) equal to or less than the principal amount of the Convertible Bond Indebtedness in respect of which such cash payment is made and/or make cash payments in lieu of issuing fractional shares, in each case, to satisfy obligations in respect of Convertible Bond Indebtedness (including, for the avoidance of doubt, cash payments in lieu of issuing fractional shares pursuant to the terms of any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (related Capped Call Transaction, Convertible Bond Hedge Transaction or any successor provisionWarrant Transaction); (ei) for so long as the Borrower or any Restricted Subsidiary is a REITmay make cash payments to satisfy obligations in respect of Convertible Bond Indebtedness, Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions solely to the extent the Borrower does not have the option of satisfying such payment obligations through the issuance of the Borrower’s common stock or is required to satisfy such payment obligations in cash, it being understood and agreed that any payment made in cash in connection with Convertible Bond Indebtedness, Capped Call Transactions, Convertible Bond Hedge Transactions and 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 Convertible Bond Hedge Transaction) by delivery of shares of the Borrower’s common stock shall be deemed to be a payment obligation required to be satisfied in cash; (j) the Borrower may receive shares of its own common stock and/or cash on account of settlements and/or early terminations or unwinds howsoever documented or agreed of any Convertible Bond Hedge Transactions, Capped Call Transactions or Warrant Transactions; (k) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower in connection with any Convertible Bond Indebtedness with proceeds received (or substantially simultaneously received) from the issuance of such Convertible Bond Indebtedness, in an aggregate amount not to exceed the greater of (i) $150,000,000 and (ii) 7% of Consolidated Net Tangible Assets, it being understood and agreed that any payment, repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower made in connection with any Permitted Refinancing shall be permitted and shall not be subject to any dollar limitation; (l) other Restricted Subsidiaries may make any Restricted PaymentPayments not permitted by the foregoing clauses; provided that (i) no Event of Default shall exist immediately before and immediately after giving effect to such Restricted Payment, (ii) the Credit Parties shall be in compliance with the financial covenants in Section 7.07 on a Pro Forma Basis after giving effect to such Restricted Payment, and (iii) the aggregate amount of such all Restricted Payments do made pursuant to this clause (l) plus the aggregate amount of all Investments made pursuant to Section 8.04(b) shall not exceedexceed the greater of (A) $75,000,000 and (B) 3.5% of Consolidated Net Tangible Assets; (m) [reserved]; (n) to the extent constituting a Restricted Payment, for the Borrower may consummate any four consecutive fiscal quarters transaction permitted by Section 8.04 (other than clause (g) of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition definition of income or excise taxes on the Borrower or any Restricted Subsidiary“Permitted Investment”) and/or Section 8.03 (other than Section 8.03(a)(x)); and (fo) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default payments or Event distributions to satisfy dissenters’ or appraisal rights, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of Default shall have occurred and be continuing or would result therefromassets that complies with Section 8.03.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other 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 type of Equity Interest in respect of its which such Restricted Payment is being made; (b) any Borrower or any Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests, in each case ratably to the holders Interests of such Person; (c) any Borrower or any Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (bd) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower WFS may make Restricted Payments pursuant in an aggregate amount not to and in accordance exceed the sum of: (i) $50,000,000, plus (ii) (beginning with stock option plans or other compensation or benefit plans approved by the Borrower’s board fiscal year ending December 31, 2011) 50% of directorsConsolidated Net Income calculated quarterly for the previous four fiscal quarters (beginning with the fiscal year ended December 31, or any committee thereof2010), for directors, officers or employees plus (iii) 100% of the Borrower and net proceeds of all Equity Issuances made after the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Closing Date; (e) for so long as the Borrower WFS may make Restricted Payments (i) contemplated in WFS’s 2006 Omnibus Plan or any Restricted Subsidiary is a REITreplacement thereof, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower (ii) contemplated by WFS’s 1993 Non-Employee Director Plan or any Restricted Subsidiaryreplacement thereof, and (iii) in connection with the issuance of its Equity Interests to employees or non-employees of WFS as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcompensation for services performed for WFS by such individuals.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; , (d) so long as, at the Borrower and time any Restricted Subsidiary may make any such Restricted Payment required is made and immediately after giving effect (including pro forma effect) thereto (and to effect a REIT Conversion, including, for the avoidance incurrence of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(BIndebtedness in connection therewith) of the Code (or any successor provision); (ei) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the financial covenants set forth in Section 6.11, the Borrower and its Subsidiaries may make other Restricted Payments, (e) so long as no Default or Event of Default has occurred and is continuing or would result therefromarise after giving effect (including pro forma effect) thereto the Borrower and any Subsidiaries may repurchase Equity Interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the grant or award of such Equity Interests (or upon vesting thereof), (f) so long as no Default or Event of Default has occurred and is then continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and (g) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may make other Restricted Payments in an aggregate amount not exceeding $15,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiary 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: (i) the payment by the Borrower or any Restricted Subsidiary of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with the provisions of the Indenture (assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); (ii) the Borrower may declare or make a Restricted Payment with respect to its Equity Interest payable solely in Qualified Equity interestsInterests or redeem any of its Equity Interests in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (iii) repurchase, redemption or other acquisition for value by the Borrower of, Equity Interests of the Borrower held by officers, directors or employees or former officers, directors or employees of the Borrower and any Restricted Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10,000,000 during any twelve consecutive months (with unused amounts in any period being carried over to succeeding periods); provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any current or former officer, director or employee (or any permitted transferees thereof) of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Borrower from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture; (iv) repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants, or similar rights if the Equity Interests represent all or a portion of the exercise price thereof or (b) in connection with the satisfaction of any withholding Tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights; (v) any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders; provided that such net cash proceeds are not included in any determination of the Retained Excess Cash Flow Amount; (vi) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries that complies with the provisions of Section 6.03; (vii) any Restricted Subsidiary may declare and pay dividends or make other distributions a Restricted Payment with respect to its the Equity Interests, Interests of such Restricted Subsidiary to the Borrower or make any other Restricted Payments in respect of its Equity InterestsSubsidiary (and, in the case of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to each case ratably to the holders owner of Equity Interests of such Equity Interests; (b) Restricted Subsidiary such that the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance receives at least its pro rata share of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (such dividend or any successor provisiondistribution); (eviii) Restricted Payments in an aggregate amount not to exceed in any fiscal year the greater of (x) $50,000,000 and (y) 10.0% of Consolidated EBITDA for so long as the Borrower or then most recently ended Test Period less any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted PaymentInvestments made under this clause pursuant to Section 6.11(t); provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as after giving effect thereto on a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and pro forma basis (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00; (ix) Restricted Payments up to an aggregate amount not to exceed $100,000,000 less any Investments made under this clause pursuant to Section 6.11(t); (x) Restricted Payments so long as after giving effect thereto on a pro forma basis, (i)(x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is equal to or less than 3.50 to 1.00 and (ii) no Default shall have occurred and be continuing; (xi) the Borrower and its Restricted Subsidiaries may make Restricted Payments to any member of the IAC Group that is a direct or indirect parent of the Borrower: (A) the proceeds of which will be used to pay the consolidated, combined or similar income tax liability of such parent’s income tax group that is attributable to the income of the Borrower or its subsidiaries; provided that (x) no such payments with respect to any taxable year shall exceed the amount of such income tax liability that would result therefromhave been imposed on the Borrower and/or the applicable Subsidiaries had such entity(ies) filed on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; (B) the proceeds of which shall be used to pay such equity holder’s operating costs and expenses, other overhead costs and expenses and fees, in each case, which are directly attributable to the ownership or operations of the Borrower and its subsidiaries; or (C) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Borrower to the extent such salaries, bonuses, other benefits and indemnities are directly attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (xii) any Junior Debt Restricted Payments; provided that, at the time of, and after giving effect thereto on a pro forma basis (x) no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance with Section 6.10 as of the end of the most recently ended Test Period; and (xiii) Restricted Payments in connection with the Match Transactions.; and (xiv) prior to the Term B-1 Loan Repayment Date, Restricted Payments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.05(xiv) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto on a pro forma basis (i) no Default shall have occurred and be continuing and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay 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: (a) any each Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Loan Party and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, either (i) ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, which such Restricted Payment is being made or (ii) on a non-pro rata basis either (A) where required by Organization Documents or agreements existing as of the Closing Date or (B) where the aggregate amount of all distributions to Persons other than the Borrower or a Restricted Subsidiary that are in each case ratably to excess of the holders pro rata share of such Equity InterestsRestricted Payments that would otherwise be owing to such Persons does not exceed $10,000,000 in the aggregate during the term of the Facilities, so long as no Default shall have occurred and be continuing at the time of any action described in this clause (a) or would result therefrom; (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make any Restricted Payment payable solely in shares Equity Interests (other than Disqualified Stock) of Equity Interestssuch Person, so long as no Event of Default shall have occurred and be continuing at the time of any action described in this clause (b) or would result therefrom; (c) the Borrower and each Restricted Subsidiary may declare and make any Restricted Payment in exchange for, or with the proceeds received from the substantially concurrent issue of, new Equity Interests (other than Disqualified Stock), so long as no Event of Default shall have occurred and be continuing at the time of any action described in this clause (c) or would result therefrom; (d) each Restricted Subsidiary may declare and make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower so that the Borrower may pay any Taxes which are due and payable by or with respect to the Restricted Subsidiaries; (de) the Borrower and its Restricted Subsidiaries may declare and make other Restricted Payments so long as (i) the aggregate amount of any Restricted Subsidiary may make any such Restricted Payment required made pursuant to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); this clause (e) is not in excess of the Cumulative Available Amount in effect on such date and not being utilized for so long Investments pursuant to Section 7.03(j) (and such Restricted Payment shall then reduce the Cumulative Available Amount as provided therein on the Borrower or any date of payment thereof), (ii) immediately after giving pro forma effect to such Restricted Subsidiary is a REITPayments, the Borrower and the its Restricted Subsidiaries may make any shall be in pro forma compliance with the financial covenant set forth in Section 7.11(b), (iii) both immediately before and after giving pro forma effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom and (iv) no later than three Business Days (or such shorter period as agreed upon by the Administrative Agent) prior to such Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiaryshall have delivered to the Administrative Agent a certificate setting forth the calculations demonstrating, as applicablein reasonable detail, to continue to qualify as a REIT or to avoid compliance with the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andforegoing clause (ii); (f) the Borrower and the its Restricted Subsidiaries may declare and make Restricted Payments in reliance on this clause (f) in an aggregate amount in any fiscal year not to exceed (x) the greater of (i) $84,000,000 and (ii) 1.4% of Consolidated Total Assets as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01, plus (y) the unused amount available for Restricted Payment so long as Payments under this clause (f) for the immediately preceding fiscal year (excluding any carry-forward available from any prior fiscal year); provided that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11 based on the most recently completed fiscal quarter for which financial statements have been provided under Section 6.01 after giving pro forma effect thereto and any Indebtedness incurred in connection therewith; (g) the Borrower may declare and make dividends in respect of the Borrower’s common stock so long as the payment thereof is in amounts (on a per share basis, subject to adjustments for any issuances, splits, reverse splits or other reductions or increases in the number of outstanding shares of common stock) in an annual aggregate amount equal to the amounts set forth on Schedule 7.06; (h) the Borrower and its Restricted Subsidiaries may declare and make other Restricted Payments so long as no Event of Default shall have occurred and be continuing at the time or would result therefrom and, after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Net Leverage Ratio is less than or equal to 3.00 to 1.00 as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first delivery thereof, the financial statements described in Section 5.05(a)); (i) [reserved]; (j) the Borrower may purchase Equity Interests of the Borrower and any warrants or other rights with respect to Equity Interests of the Borrower from its employees, officers and directors by net exercise, pursuant to the terms of any employee stock option, restricted stock or incentive stock plan; (k) the Borrower may issue and sell its Equity Interests (excluding Disqualified Stock) to the extent not constituting a Change of Control; (l) the Borrower and its Restricted Subsidiaries may declare and make dividends or distributions on account of redemption to holders of any class or series of Disqualified Stock of the Borrower or any Restricted Subsidiary issued or incurred in compliance with Section 7.02 to the extent such redemption is otherwise permitted hereunder; (m) the Borrower and its Restricted Subsidiaries may (i) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Equity Interests (excluding Disqualified Stock) of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (ii) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Equity Interests (excluding Disqualified Stock) of the Borrower, and (iii) make payments in connection with the retention of Equity Interests (excluding Disqualified Stock) in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; (n) the Borrower and its Restricted Subsidiaries may issue and sell any Disqualified Stock (including any Permitted Convertible Indebtedness) to the extent permitted under Section 7.02; (o) the Borrower and its Restricted Subsidiaries may make the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (so long as, during any interim period, any calculation or measurement hereunder is made assuming such amount has been declared and paid); (p) the Borrower and its Restricted Subsidiaries may repurchase, redeem, defease or otherwise acquire Disqualified Stock of the Borrower or any Restricted Subsidiary with the net cash proceeds from a substantially concurrent issuance of Disqualified Stock pursuant to Section 7.02; (q) the Borrower and its Restricted Subsidiaries may make any payments required by the terms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including, without limitation, making payments of principal at maturity and/or making payments of cash upon conversion thereof), provided that the aggregate amount of cash paid in reliance on this clause (q) shall not exceed the stated principal amount of such Permitted Convertible Indebtedness; (r) the Borrower and its Restricted Subsidiaries may pay the premium in respect of, and otherwise perform its obligations under, any Permitted Bond Hedge Transaction; (s) the Borrower and its Restricted Subsidiaries may make any payments required by the terms of, and otherwise perform its obligations under, any Permitted Warrant Transaction (including, without limitation, making payments due upon exercise and settlement or termination thereof); and (t) the Borrower and its Restricted Subsidiaries may issue and sell any Permitted Warrant Transaction substantially concurrently with any issuance or sale of Permitted Convertible Indebtedness permitted hereunder.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset 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 otherwisePayments”) to do so, except that: (a) any Subsidiary may make Restricted Payments to (i) the Borrower, (ii) any Subsidiary Guarantor or (iii) any other Restricted Subsidiary may declare and pay dividends or make other distributions with respect (pro rata to its Equity Interests, or make the ownership interest of such other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsSubsidiary); (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares any Foreign Subsidiary of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans another Foreign Subsidiary thereof; (c) so long as no Event of Default shall have occurred or other compensation be continuing or benefit plans approved by would result therefrom, the Borrower’s board Borrower may purchase Capital Stock of directors, Borrower from present or any committee thereof, for former directors, officers or employees of any Group Member, their estates, spouses, former spouses and their heirs upon and after the death, disability or termination of employment of such officer or employee; provided, that the aggregate amount of payments under this clause after the date hereof (net of any proceeds received by the Borrower and after the Restricted Subsidiaries;date hereof in connection with resales of any such Capital Stock) shall not exceed in the aggregate during any Fiscal Year $5,000,000 plus the proceeds of any key man life insurance policy; provided, further, that so long as no Event of Default shall have occurred or be continuing or would result therefrom, the ▇▇▇▇▇▇▇ Repurchase shall be permitted in an aggregate amount not to exceed $15,000,000 which repurchase amount shall not be counted against the threshold set forth in the preceding proviso; and (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such additional Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as on a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromThreshold Transaction Date.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment 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 Parent, the Subsidiary Guarantors and, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, to any other Person that owns an Equity Interest in such Subsidiary; and the Parent and any other Subsidiary may repurchase, redeem, retire or acquire any Equity Interests held by the Parent or any of its Subsidiaries in any other Subsidiary; (b) the Parent and each 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 Parent and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Parent or any Subsidiary may pay any dividend within 90 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Section 7.06; (e) the Parent may redeem, repurchase or acquire, or pay any sums due with respect to, Equity Interests of the Parent held by officers, directors, employees or consultants or former officers, directors, employees or consultants (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $20,000,000 million during any calendar year (with unused amounts in any calendar year being usable, without duplication, in subsequent calendar years), provided that such amounts shall be increased by: (a) the cash proceeds from the sale of Equity Interests to officers, directors, employees or consultants of the Parent and its Subsidiaries that occurs after the Closing Date (provided that such proceeds have not been included for the purpose of determining whether a previous Restricted Payment was permitted pursuant to Section 7.06(h)) plus (b) the cash proceeds of key man life insurance policies received by the Parent or any Subsidiaries after the Closing Date; (f) the Parent or any Subsidiary may make repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if the Equity Interests represent a portion of the exercise price thereof, and the Parent or any Subsidiary may make repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded such employee upon such grant or award; (g) the Parent may purchase, redeem, acquire, cancel or retire, for a nominal value per right, any rights granted to all the holders of common stock of the Parent pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; and (h) the Parent or any Subsidiary may on any date (i) declare or pay dividends to its stockholders and (ii) purchase, redeem or otherwise acquire Equity Interests issued by it if, as of such date and immediately after giving effect thereto, the aggregate amount of such dividends, purchases, redemptions, retirements and acquisitions paid or made after the Closing Date would be less than the sum of $500,000,000 plus the Marginal Restricted Payment Amount as of such date.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) each Restricted Subsidiary may make Restricted Payments to any Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) a Borrower or such Restricted Subsidiary and (ii) to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests); (b) Parent, the Borrowers and each Restricted Subsidiary may declare and pay dividends make dividend payments or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of the Equity Interests (other than Disqualified Equity Interests) of such Person; (c) to the Borrower extent constituting Restricted Payments, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 or Section 7.08; (d) the Borrowers and the Restricted Subsidiaries may make Restricted Payments pursuant to Parent: (i) the proceeds of which shall be used by Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in accordance with stock option plans the ordinary course of business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or other compensation officers of Parent attributable to the ownership or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees operations of the Borrower Borrowers and the Restricted Subsidiaries; (dii) the Borrower proceeds of which shall be used by Parent to pay franchise taxes and any Restricted Subsidiary may make any Restricted Payment other fees, taxes and expenses required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)maintain Parent’s corporate existence; (eiii) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the proceeds of which will be used by Parent to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Parent (or, after a Qualifying IPO of UHS, UHS) held by any future, present or former employee, director, officer, member of management or consultant of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing); provided that the aggregate amount of Restricted Payments made under this clause (e)(iv) does not exceed in any calendar year $2,500,000 (with unused amounts in any calendar year being carried over to succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds from the sale of Equity Interests to employees, directors, officers, members of management or consultants of Parent or of its Subsidiaries that occurs after the Closing Date to the extent such proceeds constitute Eligible Equity Proceeds plus (2) the amount of any cash bonuses otherwise payable to employees, directors, officers, members of management or consultants of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing) in connection with the Transactions that are foregone in return for the receipt of Equity Interests of Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life insurance policies received by Parent (to the extent such proceeds are contributed to UHS) or any Borrower or any Restricted Subsidiary after the Closing Date (provided that the Borrowers may elect to apply all or any portion of the aggregate increase contemplated by clauses (1), (2) and (3) above in any calendar year) less (4) the amount of any Restricted Payments previously made pursuant to clauses (1), (2) and (3) of this clause (d)(iv); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith and (B) Parent shall, immediately following the closing or consummation thereof, cause or have caused (1) all property acquired (whether assets or Equity Interests) to be contributed to a Borrower or a Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into a Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12; (v) the proceeds of which shall be used by Parent to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent (or, after a Qualifying IPO of UHS, of UHS); provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (as determined in good faith by the board of directors or the managing board, as the case may be, of UHS (or any authorized committee thereof)); (vi) the proceeds of which shall be used by Parent for distribution to Parent to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; (vii) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees of Parent to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrowers and the Restricted Subsidiaries; and (viii) the proceeds of which shall be used by Parent to pay amounts owing pursuant to the Sponsor Management Agreement, or other amounts of the type described in Section 7.08(d) or Section 7.08(k), in each case to the extent the applicable payment would be permitted under the applicable clause in Section 7.08 if such payment were to be made by a Loan Party; and (e) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 6.5:1 (determined on a Pro Forma Basis after giving effect to any Restricted Payment to be made pursuant to this Section 7.06(e)), in addition to the foregoing Restricted Payments, Parent, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments to their respective shareholders in an amount not to exceed the Applicable Amount as in effect immediately prior to the time of the making of such Restricted Payment; (f) from and after a Qualifying IPO of UHS, UHS may make Restricted Payments, in each case in accordance with the provision thereof, 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; and (g) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Restricted Payments in an aggregate amount not to exceed $30,000,000 since the Closing Date.

Restricted Payments. The Each Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree of its Subsidiaries to pay or make, directly or indirectly, make any Restricted Payment; provided, that, so long as it is permitted by law and the Governing Documents of such Borrower or incur any obligation (contingent or otherwise) to do so, except that:its Subsidiaries, (a) any the Borrowers and their respective Subsidiaries may make Restricted Payments to purchase, redeem or otherwise acquire or retire pursuant to a management or employee benefit plan in an aggregate amount not to exceed the greater of (x) $50,000,000 and (y) 0.75% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such Restricted Payment for which financial statements have been delivered to the Agent, per fiscal year, (b) Parent and each Subsidiary may declare and pay dividends make dividend payments or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests (other than Disqualified Equity Interests;), (c) the (i) any Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the another Borrower’s board of directors, (ii) any Subsidiary that is not a Borrower may make Restricted Payments to any Borrower or any committee thereofGuarantor, for directors, officers (iii) any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary and (iv) any Borrower (other than Parent) or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required Payments to effect its parent entity (or, if such Subsidiary is a REIT Conversionnon-wholly owned Subsidiary, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(Bits parent entities on a pro rata basis based on its parents’ relative ownership interests), (d) of the Code (or any successor provision);[Reserved], (e) for in addition to the foregoing, Parent may make any other Restricted Payments so long as (i) the Borrower or any Payment Conditions are satisfied at the time declared and (ii) until such time as such Restricted Subsidiary Payment is made, a REIT, the Borrower and Reserve has been established by Agent in an amount equal to the Restricted Subsidiaries may make any Restricted PaymentPayment so declared; provided that the aggregate amount of such Restricted Payments do not exceedprovided, for any four consecutive fiscal quarters of the Borrowerthat, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, the foregoing conditions shall not be required to be satisfied with respect to Restricted Payments in an aggregate principal amount of up to the greater of (x) $50,000,000 and (y) 0.75% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during any fiscal year, and (f) Parent may make Restricted Payments of the type described in clauses (b) and (c) of the definition thereof so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) for each of the 30 consecutive days immediately preceding such Restricted Payment, and both before and after giving effect to such Restricted Payment, (A) no Loans are outstanding, and (B) Liquidity is not less than $500,000,000.

Restricted Payments. The Borrower will not, and will not (i) Make or permit any Restricted Subsidiary to, declare or make, or agree of its Subsidiaries to pay or make, directly or indirectly, any Restricted Payment, Payment or incur any obligation (contingent or otherwise) to do soRestricted Investment, except that, so long as no Default or an Event of Default shall have occurred and be continuing, BMCA may make, and may permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment so long as, at the time of such Restricted Payment or Restricted Investment and immediately after giving effect thereto, the aggregate amount of Restricted Payments made since the Closing Date and the aggregate amount of Restricted Investments made since the Closing Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of BMCA in good faith as of the date of payment or investment) shall not exceed (when combined with all Restricted Payments and Restricted Investments since January 1, 2001) the sum of: (a) any Restricted Subsidiary may declare 50% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of BMCA accrued during the period beginning January 1, 2001 and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect ending on the last day of its Equity Interests, in each case ratably to the holders of most recently completed fiscal quarter for which financial statements are available (treating such Equity Interestsperiod as a single accounting period); (b) 100% of the Borrower may declare net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of BMCA in good faith, as evidenced by a board resolution, received by BMCA from any Person (other than a Subsidiary of BMCA) from the issuance and pay dividends with respect sale subsequent to its July 26, 2004 of Equity Interests payable solely in shares of BMCA (other than Redeemable Equity Interests) or as a capital contribution; provided that, if the value of the non-cash consideration or contribution is in excess of $50,000,000, BMCA shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of BMCA or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (B) to be made by such investment banking firm), and such opinion shall have been delivered to the Administrative Agent; (c) with respect to Restricted Investments made by any Loan Party after July 26, 2004, an amount equal to the Borrower may make net reduction in such Restricted Payments pursuant to and Investments in accordance with stock option plans any Person resulting from repayments of loans or advances, or other compensation transfers of assets, in each case to any Loan Party or benefit plans approved from the net cash proceeds from the sale or other disposition of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income (Loss)), or from designation of any Non-Recourse Subsidiary as a Loan Party, not to exceed, in each case, the amount of Restricted Investments previously made by the Borrower’s board of directorsLoan Parties in such Person or Non-Recourse Subsidiary after July 26, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries2004; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) 100% of the Code net cash proceeds received by BMCA from the exercise of options or warrants on BMCA’s Equity Interests (or any successor provision)other than Redeemable Equity Interests) since July 26, 2004; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters 100% of the Borrowernet cash proceeds received by BMCA from the conversion into Equity Interests (other than Redeemable Equity Interests) of convertible Debt or convertible Preferred Interests issued and sold (other than to a Subsidiary of BMCA) since July 26, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary2004; and (f) $60,000,000. The designation by BMCA or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the Borrower making of a Restricted Investment by BMCA in an amount equal to the outstanding Investments made by BMCA and its Subsidiaries in such Person being designated a Non-Recourse Subsidiary at the Restricted Subsidiaries may make any Restricted Payment so time of such designation. (ii) Section 5.02(g)(i) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefromtherefrom other than pursuant to Section 5.02(g)(i): (a) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with Section 5.02(g)(i); (b) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by BMCA from the substantially concurrent sale of its common stock (other than to a Subsidiary of BMCA); provided that such net cash proceeds so utilized shall not be included in paragraph (a) in determining the amount of Restricted Payments or Restricted Investments BMCA could make under Section 5.02(g)(i); (c) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate from July 26, 2004 determined as of the date of the Investment (the amount so expended, if other than cash, to be determined by BMCA’s Board of Directors, as evidenced by a board resolution); and (d) repurchases of Equity Interests of BMCA, in each case from employees, former employees or directors of BMCA or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause (d) shall not exceed $3,000,000 in any Fiscal Year; provided, further, that if any portion of the aggregate amount of Restricted Payments permitted to be made pursuant to this clause (d) shall not be made in a Fiscal Year, Restricted Payments pursuant to this clause (d) in amount not to exceed to such unused portion may be made in the subsequent Fiscal Year in addition to all other Restricted Payments permitted to be made pursuant to this clause (d) in that Fiscal Year. Restricted Payments or Restricted Investments made pursuant to clause (b), (c) or (d) of this clause (ii) shall not be deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under Section 5.02(g)(i). For purposes of determining compliance with this Section 5.02(g), in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described above, BMCA, in its sole discretion, may order and classify such Restricted Payment in any manner in compliance with this Section 5.02(g).

Restricted Payments. The Borrower will notDeclare, and will not permit order, pay, make or set apart any Restricted Subsidiary to, declare or make, or agree to pay or makesum, directly or indirectly, for any Restricted PaymentPayment except, so long as no Event of Default or incur any obligation (contingent Default has occurred and is continuing or otherwise) to do so, except thatwould result therefrom: (a) any Restricted Subsidiary may declare so long as (i) the Borrower shall have delivered to the Lender pursuant to subsection 5.1 the financial statements of the Borrower and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments 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 Equity InterestsSubsidiaries as of the last day of the most recently ended calendar quarter is less than 4.50:1.00, the Borrower may pay in each case ratably cash annual dividends owed to the holders of such Equity Intereststhe 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 Borrower may declare and pay dividends with respect issuance of equity Securities permitted by subsection 6.7(d), which proceeds are not required to its Equity Interests payable solely in shares of Equity Interestsbe 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 may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereofSubsidiary, for directorsas the case may be, officers or employees of the Borrower and the Restricted Subsidiariesthan those that would otherwise be obtained in an arms-length transaction; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required Payments to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (Borrower or any successor provision)Subsidiary Guarantor; (e) for so long any additional redemption in an amount not to exceed $100,000; (i) Exchange Debentures issued as interest on other Exchange Debentures in accordance with the Borrower or any Restricted Subsidiary is a REIT, the Borrower Exchange Debenture Indenture and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify (ii) Exchangeable Preferred Stock issued as a REIT or to avoid the imposition dividend on other Exchangeable Preferred Stock in accordance with its Certificate of income or excise taxes on the Borrower or any Restricted SubsidiaryDesignation; and (fg) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, cash dividends to the holders of the Cumulative Preferred Stock due on December 31, 1999 and thereafter in accordance with the terms and conditions of its Certificate of Designations.

Restricted Payments. The Borrower will not, and will not permit any Restricted 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably Subsidiaries to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceedprovided, for any four consecutive fiscal quarters of the Borrowerthat, such amount so long as may be required for the Borrower or any Restricted Subsidiaryit is permitted by law, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (a) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that the aggregate amount of such redemptions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $1,000,000 in the aggregate, (b) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower, and (c) Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests or warrants or options to acquire any such common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common Equity Interests; (d) Borrower may make other distributions in respect of its Equity Interests so long as each of the following conditions are satisfied: (i) as of the date of such Restricted Payment, and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (ii) after giving effect to any such Restricted Payment, Excess Availability is greater than twenty percent (20%) of the Maximum Credit Amount, (iii) the Fixed Charge Coverage Ratio for the 12 month period most recently ended prior to such Restricted Payment for which Agent has received financial statements of Borrower pursuant to Schedule 5.1 is at least 1.1 to 1.0 (calculated as if such Restricted Payment was made on the last day of such 12 month period and constitutes a Fixed Charge); and (iv) Borrower has delivered a certificate to Agent certifying that all conditions described in clauses (i), (ii) and (iii) have been satisfied after giving effect to such Restricted Payment.

Restricted Payments. The Borrower will not, and will not Directly or indirectly through any manner or means nor shall it permit any Restricted Subsidiary toof its Subsidiaries directly or indirectly through any manner or means, declare declare, order, pay, make or makeset apart, or agree to pay declare, order, pay, make or make, directly or indirectlyset apart, any sum for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payment except that: (a) any Restricted Subsidiary of the Parent may declare and pay dividends or make other distributions with respect to the Parent or to its other Subsidiaries (and, in the case of a Restricted Payment by a Subsidiary that is not a Wholly-Owned Subsidiary, to the Parent and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests); (b) the Spanish Borrower may declare make regularly scheduled payments of interest in respect of the Senior Notes and pay dividends the Senior Refinancing Notes in accordance with respect the terms of, and only to its Equity Interests payable solely in shares of Equity Intereststhe extent required by the Senior Notes Documents or the Senior Refinancing Notes Documents, as applicable; (c) the Borrower Parent and its Subsidiaries, may (A) make Restricted Payments pursuant repurchases of the Senior Notes, the Senior Refinancing Notes, or other unsecured Indebtedness of the Parent or its Subsidiaries; provided, that unless the Leverage Ratio (determined for any such period by reference to and the most recent Compliance Certificate delivered in accordance with stock option plans or other compensation or benefit plans approved by Section 5.01(c) hereof) would not be greater than 3.75:1.00 after giving effect to such repurchase, the Borrower’s board aggregate amount of directors, or any committee thereof, for directors, officers or employees payments under this paragraph (c) shall not exceed the Available Amount; and (B) redeem the Senior Notes in full with the Net Cash Proceeds of the Borrower and the Restricted SubsidiariesSenior Refinancing Notes; (d) the Borrower and any Restricted Subsidiary Parent may make any Restricted Payment required to effect a REIT Conversionpurchase its common stock or common stock options from present or former officers, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) directors or employees of the Code Group upon the death, disability or termination of employment of such officer or employee, provided, that unless the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) would not be greater than 3.75:1.00 after giving effect to such purchase, the aggregate amount of payments under this paragraph (d) (net of any proceeds received by the Parent subsequent to the Closing Date in connection with resales of any common stock or any successor provision)common stock options so purchased) shall not exceed the Available Amount; (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromshall be caused thereby, the Parent may declare and pay cash dividends with respect to its common stock (so long as such declared dividend is actually paid within ninety (90) ​ ​ days of such declaration) (i) so long as the Group shall be in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a pro forma basis after giving effect to such Restricted Payment as of the last day of the Fiscal Quarter most recently ended, in the ordinary course of business consistent with past practices in an amount not to exceed in respect of any Fiscal Year, 40% of Consolidated Net Income for such Fiscal Year (unless the Parent has provided an irrevocable written notice to the Administrative Agent stating the Parent’s intention not to make any additional dividends with respect to such Fiscal Year, in which case the Parent may not make any further dividends with respect to such Fiscal Year pursuant to this Section 6.04(e)(i)) which amounts may be paid in installments, the first, no earlier than December of such Fiscal Year and the last, no later than the following Fiscal Year or (ii) whether or not in the ordinary course so long as after giving effect thereto, the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 3.75:1.00; (f) the Parent may make repurchases of Equity Interests deemed to occur upon the exercise of options, warrants, restricted stock units or similar rights if such Equity Interests represents all or a portion of the exercise price thereof or are deemed to occur in connection with the satisfaction of any withholding tax obligation incurred relating to the vesting or exercise of such options, warrants, restricted stock units or similar rights; (g) any Restricted Payment pursuant to or in connection with the Transactions; (h) Biomat and Biomat Newco may make regularly scheduled dividend payments to the holders of their Biomat Class B Equity Interests in accordance with the terms of the Biomat Class B Equity Governing Documents; and (i) Biomat and Biomat Newco may redeem, retire or make a similar payment to purchase or otherwise acquire the Biomat Class B Equity Interests in accordance with the terms of the Biomat Class B Equity Governing Documents.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any Restricted each Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of its Equity Interests, in each case ratably to the holders of which such Equity InterestsRestricted Payment is being made; (b) the Borrower and each Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares common Equity Interests of Equity Interestssuch Person; (c) the Borrower may make other Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or an aggregate amount during any committee thereof, for directors, officers or employees fiscal year of the Borrower not to exceed $80,000,000; provided, that, (x) after giving effect to such Restricted Payment on a Pro Forma Basis, the Loan Parties would be in Pro Forma Compliance and the (y) no Event of Default shall have occurred and be continuing or would from such Restricted SubsidiariesPayment; (d) the Borrower and any Restricted Subsidiary may make any other Restricted Payment required to effect a REIT ConversionPayments; provided, includingthat, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B(i) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromfrom such Restricted Payment and (ii) the Borrower shall have delivered to the Lender a certificate demonstrating that after giving effect to such Restricted Payment on a Pro Forma Basis, (A) the Loan Parties would be in Pro Forma Compliance and (B) the Consolidated Leverage Ratio recomputed as of the end of the applicable Measurement Period would not exceed 2.75 to 1.00; (e) the Borrower may make Restricted Payments, not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and its Subsidiaries; (f) the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Equity Interests of the Borrower; (g) the Borrower may (a) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Equity Interests of the Borrower, and (c) make payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; (h) the Borrower may make any payments of cash or deliveries in shares of Common Stock (or other securities or property following a merger event, reclassification or other change of the Common Stock) (and cash in lieu of fractional shares) pursuant to the terms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including, without limitation, making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries upon conversion or settlement thereof); (i) the Borrower may pay the premium in respect of, make any payments (of cash or deliveries in shares of Common Stock or other securities or property following a merger event, reclassification or other change of the Common Stock and cash in lieu of fractional shares) required by, and otherwise perform its obligations under, any Permitted Call Spread Transaction, including in connection with any settlement, unwind or termination thereof; and (j) the Borrower may make any voluntary or optional payment or prepayment or redemption of Permitted Unsecured Indebtedness with the net cash proceeds of any substantially contemporaneous issuance of Indebtedness permitted under Section 7.02(n) or (p).

Restricted Payments. The Borrower will shall not, and will not nor shall it permit Global Medical REIT or any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except ; provided that: (a) any Restricted Subsidiary (i) Prior to the Fiscal Quarter ending December 31, 2019, Global Medical REIT may declare and pay dividends or make other cash distributions with respect to its Equity Interestsequity holders, provided, however, that (ii) commencing with the Fiscal Quarter ending December 31, 2019, Global Medical REIT may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Global Medical REIT’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Global Medical REIT to be able to make other Restricted Payments in respect distributions required to maintain its status as a REIT and to avoid the imposition of its Equity Interestsany federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case ratably on Global Medical REIT; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to the holders Borrower or the acceleration of such Equity Intereststhe Obligations, Global Medical REIT shall not make any cash distributions; (b) the Borrower may make Restricted Payments ratably to the holders of its Equity Interests to permit Global Medical REIT to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Global Medical REIT, the Borrower or any Guarantor may declare and pay make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Global Medical REIT, the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Global Medical REIT, the Borrower or any Subsidiary; (f) so long as no Change of Control results therefrom, Global Medical REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Guarantor may make dividends or distributions to allow Global Medical REIT to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of this Agreement; and (h) Global Medical REIT may exercise any redemption or conversion rights with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees terms of the Borrower and the Restricted Subsidiaries; (d) the Borrower and governing documents setting out any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromrights.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) any a wholly-owned Subsidiary of the Borrower may make a Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably Payment to the holders Borrower or another wholly-owned Subsidiary of such Equity Interests;the Borrower, (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, the Borrower may pay, prepay, redeem or purchase the Subordinated Debentures, provided further that if the Borrower pays, prepays, redeems or purchases Subordinated Debentures and the aggregate amount paid exceeds $25,000,000, the Borrower's Leverage Ratio calculated as of such day must be less than or equal to 3.00 to 1.00, and (c) provided no Default has occurred and is continuing or would result therefrom, the Borrower or any Subsidiary may make Restricted Payments of the kind described in clause (b) of the definition of the term "Restricted Payments" in an aggregate amount not to exceed $9,000,000 in any fiscal year, provided further that if the Borrower's Senior Debt is rated BBB- or higher by S&P or Baa3 or higher by Mood▇'▇, ▇▇en the Borrower or any Subsidiary may make Restricted Payments of the kind described in clause (b) of the definition of the term "Restricted Payments" in an aggregate amount not to exceed $25,000,000 in any fiscal year and not to exceed $60,000,000 from the date hereof until the Maturity Date, excluding those dividends currently paid by the Borrower on its existing issuance of preferred stock, and provided further that if the Borrower or any Subsidiary makes Restricted Payments of the kind described in clause (b) of the definition of the term "Restricted Payments" in an aggregate amount equal to or exceeding $25,000,000, the Borrower's Leverage Ratio calculated as of the day of the making of such Restricted Payment must be less than or equal to 3.00 to 1.00. (f) Section 6.6(d)(iii). Section 6.6(d)(iii) is amended in its entirety as follows:

Restricted Payments. The Borrower No Loan Party will, nor will not, and will not it permit any Restricted 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 thatexcept: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (bi) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, and (ii) Restricted Subsidiaries may declare and pay dividends, make other distributions or make other Restricted Payments ratably with respect to their Equity Interests (or, if not ratably, on a basis more favorable to Holdings and such Subsidiaries); (cb) the Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make any Restricted Payments paid in cash to shareholders of Holdings, so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom (ii) immediately before and after giving effect to such Restricted Payment, the Loan Parties shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and (iii) the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent does not exceed 3.50 to 1.00 on a pro forma basis (after giving effect to the making of such Restricted Payment); provided, that, to the extent any such cash Restricted |US-DOCS\131811068.10|| Payment has been publically announced prior to the date on which such Restricted Payment is to be made, such Restricted Payment shall be permitted on the applicable scheduled date notwithstanding the Total Net Leverage Ratio as calculated on such scheduled date so long as such Restricted Payment would have been permitted to be made on the date on which it was publically announced; (c) issuances of Equity Interests to sellers of Permitted Acquisitions in satisfaction of obligations of the type described in Section 6.01(j); (d) Holdings may repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights in respect thereof or pursuant to and in accordance with stock option plans or other compensation equity or benefit plans approved by the Borrower’s board plans) of directors, Holdings from current or any committee thereof, for directorsformer employees, officers or employees directors; provided, that the aggregate annual cash payments in respect of the Borrower such repurchases, redemptions, retirements and the Restricted Subsidiaries; acquisitions (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, which for the avoidance of doubt, any Restricted Payment necessary doubt shall not include net settlements of equity awards to satisfy tax withholding obligations) shall not exceed the requirements greater of Section 857(a)(2)(B) $15 million or 10% of EBITDA for the Code most recently ended Reference Period for which financial statements have been (or any successor provision)were required to be) delivered to the Administrative Agent; (e) in addition to Restricted Payments otherwise expressly permitted by this Section 6.07, Restricted Payments in an aggregate amount not to exceed the greater of (i) $35 million and (ii) 25% of EBITDA for so long as the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; (f) Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings; (g) Holdings may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares; (h) concurrently with any issuance of Qualified Equity Interests, Holdings may redeem, purchase or retire any Equity Interests of Holdings using the proceeds of, or convert or exchange any Equity Interests of Holdings for, such Qualified Equity Interests; (i) the purchase of any Permitted Equity Derivatives in connection with the issuance of any Convertible Debt permitted under Section 6.01 (and the replacement of any such Permitted Equity Derivatives); provided, that the purchase price for such Permitted Equity Derivatives net of any proceeds relating to any concurrent sale or termination of any Permitted Equity Derivatives, in respect of any such Convertible Debt does not exceed the net cash proceeds from such issuances of Convertible Debt; (j) (x) payments of interest of any Convertible Debt incurred by a parent company of Holdings and guaranteed by Holdings or any of its Restricted Subsidiaries, whether settled in Equity Interests (other than Disqualified Equity Interests) of Holdings, cash in lieu thereof or a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash payment made pursuant to this Section 6.07(j)(x) shall be |US-DOCS\131811068.10|| limited to payments of interest in respect of not greater than $250.0 million in aggregate principal amount of Convertible Debt and (y) required payments of interest, repurchases, exercises, redemptions, settlements, early terminations, early cancellations or conversions of (whether in whole or in part and including by netting or set-off) any Convertible Debt permitted under Section 6.01(s) and/or incurred by a parent entity of Holdings whether settled in Equity Interests (other than Disqualified Equity Interests) of Holdings, cash in lieu thereof or a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash in lieu thereof; provided, that any cash payment made pursuant to this Section 6.07(j)(y) shall also be independently permitted under (independent to this clause (j)(y)) and deemed a usage of Section 6.07(b), Section 6.07(e) or Section 6.07(f); (k) the settlement or termination of (whether in whole or in part and including by netting or set-off) any Permitted Equity Derivatives by (i) delivery of Equity Interests (other than Disqualified Equity Interests) of Holdings, (ii) the delivery of cash, or (iii) the delivery of a combination of Equity Interests (other than Disqualified Equity Interests) of Holdings and cash, in lieu of the issuance of fractional shares; provided, that the entry into such Permitted Equity Derivative was not prohibited by this Agreement; provided, further, that any cash settlement or termination consummated pursuant to clause (ii) or clause (iii) hereof shall also be independently permitted under (independent of this clause (k)) and deemed a usage of Section 6.07(b), Section 6.07(e) or Section 6.07(f); and (l) Borrower or any Restricted Subsidiary of Holdings may make dividends, directly or indirectly, to Holdings (and Holdings may pay to any direct or indirect parent company of Holdings) to permit Holdings (or any such direct or indirect parent company) to pay, for any taxable period for which Holdings, Borrower or any Subsidiaries of Holdings are members of a consolidated, combined or similar income tax group for federal and/or applicable state, local or non-U.S. income tax purposes or are entities treated as disregarded from any such members for U.S. federal income tax purposes (a “Tax Group”) of which Holdings (or any direct or indirect parent company of Holdings) is a REITthe common parent, any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by Holdings (or such direct or indirect parent company of Holdings) for such taxable period, but only to the extent attributable to the Borrower and the Restricted and/or Subsidiaries may make any Restricted Paymentof Holdings; provided provided, that the aggregate amount of such Restricted Payments do not exceed, dividends for any four consecutive fiscal quarters taxable period shall not exceed the amount of such Taxes that Borrower and/or the Borrower, applicable Subsidiaries of Holdings would have paid had Borrower and/or such amount as may be required for the Borrower or any Restricted SubsidiarySubsidiaries of Holdings, as applicable, to continue to qualify as been a REIT stand-alone corporate taxpayer (or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiarya stand-alone corporate tax group); and (fm) the Borrower and the Restricted Subsidiaries or any Subsidiary of Holdings may make dividends, directly or indirectly, to Holdings (and Holdings may pay to any Restricted Payment so long as no Default direct or Event indirect parent company of Default shall have occurred Holdings) to permit Holdings (or any such direct or indirect parent company) to pay fees and be continuing or would result therefromexpenses (including franchise, capital stock, minimum and other similar Taxes) required to maintain its corporate existence.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary of a Loan Party may make Restricted Payments to its direct equity holders, and any Restricted Non-Guarantor Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interestsanother Non-Guarantor Subsidiary; (b) the Borrower Loan Parties and each Subsidiary thereof may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares the stock or other Equity Interests of Equity Interestssuch Person; (c) to the Borrower extent actually used by Holdings to pay such taxes, costs and expenses, the Loan Parties and their Subsidiaries may make Restricted Payments pursuant to and or on behalf of Holdings in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesan amount necessary to pay Permitted Holdings Expenses; (d) so long as no Specified Default has occurred or is continuing or would result after giving effect thereto on a pro forma basis, payments to Holdings to permit Holdings (or its direct parent company), and the Borrower and any Restricted Subsidiary may make any Restricted Payment required subsequent use of such payments by Holdings (or its direct parent company), to effect a REIT Conversionrepurchase or redeem Qualified Capital Stock of Holdings (or its direct parent company) held by officers, includingdirectors or employees or former officers, for the avoidance of doubtdirectors or employees (or their transferees, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(Bestates or beneficiaries under their estates) of the Code (Holdings or any successor provision)Subsidiary thereof, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed $5.0 million; (e) for Permitted Tax Distributions (excluding any amounts distributable under subsection (c)) to Holdings, so long as the Borrower Holdings uses such distributions to pay its taxes (or any Restricted Subsidiary is a REIT, the Borrower distributes such amounts to Holdings and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of Holdings uses such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, amounts to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; andpay its taxes); (f) (x) proceeds of the Borrower Initial Loans and the initial loans under the ABL Credit Agreement made on the Closing Date may be dividended or otherwise distributed to fund the acquisition consideration pursuant to the Acquisition Agreement and (y) Restricted Subsidiaries Payments may make any Restricted Payment be made after the Closing Date in connection with the repurchase of the Equity Security Units; (g) so long as no Specified Default or Event of Default shall have occurred and be has occurred, is continuing or would result therefrom, Restricted Payments from any Loan Party or any Subsidiary to Holdings to the extent actually used by Holdings to (i) redeem the Holdings 2006 Notes and (ii) pay interest payments when due in respect of (A) Certain Holdings Indebtedness or any Indebtedness incurred by Holdings to refinance such Certain Holdings Indebtedness and (B) any Indebtedness incurred by Holdings to refinance the Loans, and (iii) pay obligations owing in respect of any Specified Holdings Indebtedness; (h) as long as no Specified Default then exists or would arise therefrom, the Loan Parties may redeem or repurchase of the Equity Interests of ▇▇▇▇▇▇▇.▇▇▇, Inc. from its existing non-Affiliated stockholders and option holders (other than senior management personnel of the Loan Parties); provided that the maximum amount paid to such stockholders therefor shall not exceed $10.0 million in the aggregate; and (i) dividends or distributions consisting of Stores and the related Real Property (or the equity interests of any entities created to hold, directly or indirectly, such Stores and Real Property (or equity interests of such Persons)) that have been designated for closure within twelve (12) months of such transfer and that were or are dividended to Holdings and then contributed by Holdings to a Loan Party or a Guarantor (other than the Limited Guarantor) or Residual Interest Provider; provided that a Residual Interest Instrument is issued by the relevant New Holdco or New Holdco Non Guarantor, as the case may be, which is, or a Subsidiary of which is, the ultimate recipient of such dividend; (j) dividends or distributions consisting of a Real Estate Transaction Note received by a Loan Party to the extent that such Real Estate Transaction Note is concurrently therewith transferred or contributed to a Guarantor (other than the Limited Guarantor) or an entity with no other Indebtedness (other than such Residual Interest Instrument) and which issues a Residual Interest Instrument; and (k) dividends or distributions with proceeds of Asset Sales to the extent permitted by Section 2.03(b)(G)(1)(ii).

Restricted Payments. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset 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 Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsBorrower or any Wholly Owned Subsidiary Guarantor; (b) the Borrower any Subsidiary that is not a Guarantor may declare and pay dividends with respect make Restricted Payments to its Equity Interests payable solely in shares of Equity Interestsany other Group Member; (c) any Subsidiary may make Restricted Payments to Persons directly owning Minority Interests, if such Subsidiary shall first have made, or shall substantially simultaneously make, a Restricted Payment to the Group Member which has an ownership interest in such Subsidiary in an amount not less than such Group Member’s proportionate share (based upon such Group Member’s percentage ownership interest in such Subsidiary) of the total Restricted Payment to be made by such Subsidiary; (d) any Subsidiary may make Restricted Payments necessary in order to consummate (i) the Tax Restructuring, (ii) the Business Segmentation Restructuring Plan or (iii) the Permitted Corporate Structure Transactions; (e) the Borrower may make Restricted Payments to members of management pursuant to compensation arrangements typical of companies of similar size and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiariesscope; (df) the Borrower and [Reserved]; (g) any Restricted Subsidiary Group Member may make any Restricted Payment required to effect a REIT Conversion, including, for Payments in connection with the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) retention of the Code Intercompany Loan Notes (without limiting payments relating to Intercompany Loan Notes in connection with the Tax Restructuring, the Business Segmentation Restructuring Plan or any successor provisionthe Permitted Corporate Structure Transactions); (eh) for [Reserved]; (i) any Group Member may make Restricted Payments that result from Investments permitted pursuant to Section 6A.08(x); (j) any Group Member may make payments pursuant to the Tax Allocation Agreement (in the form delivered to the Administrative Agent on the 2013 Amendment Effective Date and as amended or otherwise modified after the 2013 Amendment Effective Date to the extent that such amendment or modification does not adversely affect the interests of the Lenders as determined by the Administrative Agent); (k) the Borrower may make Restricted Payments so long as at the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount time of such Restricted Payments do not exceedPayment and after giving effect thereto, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted SubsidiaryPayment Conditions shall have been satisfied; and (fl) (i) for any taxable period (or portion thereof) during which the Borrower and is not subject to the Restricted Subsidiaries Tax Allocation Agreement, if the Borrower is either (x) a partnership or disregarded entity for U.S. federal income tax purposes or (y) is a member of a consolidated group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make cash distributions to its equity holders or partners in an amount not to exceed the Tax Amount and (ii) for any Restricted Payment so long as no Default taxable period (or Event portion thereof) during which the Borrower is subject to the Tax Allocation Agreement, the Borrower may make payments pursuant to the Tax Allocation Agreement, in each case to the extent not duplicative of Default shall have occurred and be continuing or would result therefromany amounts paid directly by any Group Member in respect of the applicable taxes.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any Restricted Subsidiary to, declare or makedividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset 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:: ------------------- (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsBorrower or any Subsidiary Guarantor; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Subsidiaries of Holdings may pay dividends to permit Holdings (i) to satisfy, and Holdings may satisfy, its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon the death, disability or termination of employment of such participants or upon the exercise by any such participant of his or her diversification rights under the ESOP Documentation, (ii) to make loans to the ESOP to permit the ESOP to make loans to participants in the ESOP in accordance with the ESOP Documentation and (iii) to provide funds to the ESOP to permit the ESOP to fund hardship distributions to participants in the ESOP in accordance with the ESOP Documentation; provided, -------- that the aggregate amount of payments to Holdings under this clause (b) in any fiscal year, together with all ESOP Related Distributions made pursuant to Section 8.8(h) in such fiscal year, shall not exceed the sum of (A) Available ESOP Contributions for such fiscal year, plus (B) an amount in any fiscal year equal to the amount set forth below opposite such fiscal year: ------------------------------------------------------- Fiscal Years Amount ------------ ------ ------------------------------------------------------- 2002 and 2003 $10,000,000 ------------------------------------------------------- 2004 through 2006 $25,000,000 ------------------------------------------------------- ; provided, further that after giving effect to such dividend Holdings and its -------- ------- Subsidiaries shall be in compliance on a pro forma basis with the financial --------- covenants contained in Section 8.1 as if such dividend had been made on the last day of the most recent four consecutive fiscal quarter period of Holdings for which financial statements have been delivered pursuant to Section 7.1; (c) Subsidiaries of Holdings may make dividends to Holdings to permit Holdings or New Appleton to repay the Intercompany Acquisition Loan so long as the amount of such dividend is simultaneously netted against amounts owing to the Borrower under the Intercompany Acquisition Loan and no cash is paid as a result of any such dividend; and (d) Subsidiaries of Holdings may pay dividends to permit Holdings or any of its Subsidiaries to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $350,000 in any fiscal year and (ii) pay any taxes that are due and payable by Holdings and or any of its Subsidiaries as part of a consolidated group.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends make distributions with respect to its Equity Interests payable solely in additional units or shares of its Equity InterestsInterests (other than Disqualified Capital Stock); (b) Restricted Subsidiaries may declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party; (c) the Borrower may make Restricted Payments pursuant to and in accordance with with, and may repurchase Equity Interests issued to former employees under, stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the its Restricted Subsidiaries, up to an aggregate amount of $250,000 per calendar year; provided that unused amounts under this clause (c) for any fiscal year may be carried forward the immediately succeeding fiscal year (but not to any subsequent fiscal years); (d) so long as no Event of Default or Borrowing Base Deficiency exists or would result therefrom, the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Permitted Tax Distributions; (e) for so long as at any time on or after the Borrower or any Restricted Subsidiary is a REITTrigger Date, from and after June 30, 2026, the Borrower and the Restricted Subsidiaries may make Restricted Payments to the holders of its Equity Interests during any Restricted Payment; provided that the fiscal quarter in an aggregate amount not to exceed 100% of such Restricted Payments do not exceed, Free Cash Flow for any four the most recently ended two consecutive fiscal quarters (provided, that, with respect to the first full fiscal quarter ending after the Effective Date (the “Initial Quarter”), Free Cash Flow for the two consecutive fiscal quarter period ending on such date shall be calculated by multiplying Free Cash Flow for the Initial Quarter by two, and thereafter, Free Cash Flow for any two consecutive fiscal quarter period shall be calculated on an actual basis) for which financial statements have been delivered or are required to be delivered pursuant to Section 8.01(a) or (b) (the “Applicable FCF Period”) (calculated as of the Borrowerdate such Restricted Payment is made and giving effect to any Investment made pursuant to Section 9.05(m) on such date or during the Applicable FCF Period), such amount as may be required for so long as, (i) the Borrower shall have provided the notice and certificate required by Section 8.01(f)(i), and (ii) after giving pro forma effect to such Restricted Payment, on the date such Restricted Payment is made, (A) no Default, Event of Default or Borrowing Base Deficiency exists or would result from such Restricted Payment, (B) the Consolidated Total Net Leverage Ratio as of the last day of the Applicable FCF Period, calculated on a Pro Forma Basis, does not exceed 2.00 to 1.00 and (C) Availability is not less than 20% of the Total Available Amount; (f) at any time on or after the Trigger Date, from and after June 30, 2026, in addition to any Restricted SubsidiaryPayments made pursuant to Section 9.04(e), as applicablethe Borrower may make Restricted Payments to the holders of its Equity Interests, so long as, (i) the Borrower shall have provided the notice and certificate required by Section 8.01(f)(ii), and (ii) after giving pro forma effect to continue to qualify as a REIT or to avoid the imposition of income or excise taxes such Restricted Payment, on the Borrower date such Restricted Payment is made, (A) no Default, Event of Default or any Borrowing Base Deficiency exists or would result from such Restricted SubsidiaryPayment, (B) the Consolidated Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered or are required to be delivered pursuant to Section 8.01(a) or (b), calculated on a Pro Forma Basis, does not exceed 1.25 to 1.00 and (C) Availability is not less than 25% of the Total Available Amount; and (fg) the Borrower and the Restricted Subsidiaries may make any Restricted Payment other distributions or dividends in the aggregate amount not to exceed (x) during the fiscal quarter ending March 31, 2026, $5,000,000, (y) during the fiscal quarter ending June 30, 2026, $25,000,000 and (z) during the fiscal quarter ending September 30, 2026, $20,000,000 (provided that clause (z) applies only to such distributions or dividends made prior to the date on which the financial statements for the fiscal quarter ending June 30, 2026 are, or are required to be, delivered pursuant to Section 8.01(b)), in each case, so long as (i) the Borrower shall have provided the notice and certificate required by Section 8.01(f)(iii), (ii) after giving pro forma effect to such Restricted Payment, on the date such Restricted Payment is made, (A) no Default or Default, Event of Default shall have occurred and be continuing or Borrowing Base Deficiency exists or would result therefromfrom such Restricted Payment, and (B) Availability is not less than 20% of the Total Available Amount.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and its Subsidiaries, including (whether or not otherwise included therein) repurchases or other acquisitions for value of Equity Interests of the Restricted Subsidiaries; Borrower held by a former officer of the Borrower resulting in a net payment to such officer of up to $2,000,000, (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversionin exchange for, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) or out of the Code Net Cash Proceeds of the sale within 90 days of such payment (or any successor provision); (eother than to a Subsidiary of the Borrower) for so long as of, Equity Interests of the Borrower (other than out of Net Cash Proceeds from an initial public offering by the Borrower) or any Restricted Subsidiary is a REIT, from the Borrower and substantially concurrent cash contribution to the Restricted Subsidiaries may make any Restricted Paymentcommon equity capital to the Borrower; provided that the aggregate amount of any such Restricted Payments do not exceed, net cash proceeds that are utilized for any four consecutive fiscal quarters of the Borrowersuch redemption, such amount as may repurchase, retirement, defeasance or other acquisition will be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and excluded from clause (fe) the Borrower below and the Restricted Subsidiaries may make any Restricted Payment (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, the Borrower may make a Restricted Payment at any time so long as the aggregate Restricted Payments made by the Borrower under this clause (e) shall not exceed the sum of (A) 25% of the Consolidated Net Income of the Borrower and its Subsidiaries for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Effective Date to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (B) $10,000,000 in respect of such fiscal year.

Restricted Payments. The Borrower will not, and will not permit any Restricted 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:except: EXECUTION COPY (a) subject to the delivery by the Borrower to the relevant agents under the Senior Term Loan Agreement or this Agreement, as the case may be, of reasonable documentary evidence thereof (and without duplication of any Asset Taxes paid pursuant to Section 6.07(c)), any Restricted Subsidiary may declare and Payments made for the purpose of allowing the shareholders of Holdings to pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity InterestsAsset Taxes; (b) the Borrower may declare and pay payment of dividends with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees fiscal year of the Borrower in an aggregate amount not exceeding the lesser of $14,325,000 and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of the portions of Excess Cash Flow for such Restricted Payments do fiscal year not exceed, for any four consecutive fiscal quarters required to be used to prepay the Senior Loans pursuant to Section 2.04(b)(i) of the BorrowerSenior 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 as may be required for reduced on a Dollar-for-Dollar basis by the amount of prepayments, redemptions or repurchases of, and other payments in respect of, Indebtedness of the Borrower or under the Additional Seller Subordinated Debt and, after all Additional Seller Subordinated Debt has been paid and discharged in full, any Restricted SubsidiaryPermitted Subordinated Debt, as applicablemade pursuant to paragraph (c) below), to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and provided that (fi) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromtherefrom and (ii) 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 be made for such Measurement Period required pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under any Permitted Refinancing, and Section 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 discharged in full, any Permitted Subordinated Debt, made with the amounts otherwise permitted to be used for the payment of dividends pursuant to paragraph (b) above, provided that, upon any such prepayment, redemption or repurchase, the amount otherwise available for the payment of 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 with the Net Cash Proceeds of a Permitted Shares Disposition.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement); provided, or incur however, that as of the date of any obligation such Restricted Payment and after giving effect thereto, (contingent or otherwise) to do so, except that: (ai) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect ratably to its Equity Interestsequity holders, (ii) so long as no Event of Default or make other Restricted Payments in respect of its Equity InterestsDefault shall have occurred and be continuing or would result therefrom, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to repurchase its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans owned by current or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for former directors, officers or employees of the Borrower or the Subsidiaries or make payments to current or former directors, officers or employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such current or former directors, officers or employees, and the Restricted Subsidiaries; (diii) the Borrower and any Restricted Subsidiary may make other Restricted Payments in an aggregate amount when combined with all payments made pursuant to Section 6.07(a)(v) not to exceed $125,000,000, (iv) the Borrower may make other Restricted Payments in an aggregate amount not to exceed the Cumulative Credit Amount; provided, that (x) in the case of clause (i), to the extent any Restricted Payment required such dividends or distributions consist of Real Estate Collateral Property, (1) the Borrower provides at least 15 Business Days prior written notice thereof (or such shorter notice as the Administrative Agent may approve) identifying such Real Estate Collateral Property, (2) such Real Estate Collateral Property is distributed subject in all respects to effect the Mortgage thereon and such Mortgage remains a REIT Conversionvalid first priority lien on such Real Estate Collateral Property so distributed and (3) the Borrower shall have delivered to the Administrative Agent such documents and other information evidencing that such Real Estate Collateral Property was distributed subject to the Mortgage thereon as the Administrative Agent may reasonably request; (y) in the case of clause (iv), including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) Total Leverage Ratio of the Code Borrower shall not exceed 3.50:1.00 on a pro forma basis after giving effect to such payment; and (or any successor provisionz) in the case of clauses (iii) and (iv); (e) for so long as , at the Borrower or any Restricted Subsidiary is a REIT, time of the Borrower declaration and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount making of such Restricted Payments do not exceedPayment, for any four consecutive fiscal quarters of the Borrower(A) both before and after giving effect thereto, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to compliance with the remaining availability pursuant to clause (iii) and the usage of the Cumulative Credit Amount, as applicable, and the satisfaction of the foregoing clauses (y) and (z)(A), as applicable, and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (v) the Borrower and its Subsidiaries may make Restricted Payments in connection with a Permitted Restructuring so long as after any such Restricted Payment either the Borrower or the New Borrower shall own, directly or indirectly, the assets or entities that constituted the Restricted Payment; and (vi) the Loan Parties may make any other Restricted Payments; provided that (a) the Total Leverage Ratio of the Borrower shall not exceed 2.00:1.00 on a pro forma basis after giving effect to such payment and (b) no Event of Default or Default shall have occurred and be continuing or would result therefrom.

Restricted Payments. The Borrower will notNot, and will not permit any Restricted Subsidiary to, (i) declare or makemake any dividend payment or other distribution of assets, properties, cash, rights, obligations or equity securities on account of any of its Equity Interests, (ii) purchase, redeem or otherwise acquire for value any of its Equity Interests or any warrants, rights or options to acquire with respect thereto, whether now or hereafter outstanding, or agree to pay (iii) make any earn-out or make, directly or indirectly, any similar payment (each a “Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except ”); provided that: (a) any Restricted Subsidiary may declare and pay dividends make dividend payments or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders Borrower or a wholly owned Subsidiary of such Equity Intereststhe Borrower; provided that any Subsidiary that is a Loan Party may only declare and make dividend payments and other distributions to another Loan Party; (b) the Borrower may declare and pay dividends with respect make Permitted Tax Sharing Payments to its Equity Interests payable solely in shares of Equity Intereststhe Parent; (c) the Borrower may (i) make Restricted Payments pursuant corporate overhead payments to the Parent in an amount not to exceed $.025 per gallon of stated production capacity, where stated production capacity shall equal the maximum production allowed by regulation in any Fiscal Year and in accordance with stock option plans or other compensation or benefit plans approved (ii) the reimbursement to the Parent for any payment made by the Borrower’s board Parent for the purchase of directors, goods or any committee thereof, services on behalf of the Borrower in the normal course of business and allocated to the Borrower on either a direct or pro-rata basis where such amounts allocated to the Borrower are solely for directors, officers or employees the benefit of the Borrower and no other entity so long as the Restricted Subsidiaries;terms of purchase for the cost of the goods or services being reimbursed are on terms no less favorable to the Parent than terms that could have been obtained from a non-Affiliate; provided that in each case under clause (i) or (ii), no Event of Default or Unmatured Event of Default has occurred and is continuing or would exist after making such payment; and (d) the Borrower and any Restricted Subsidiary may make Restricted Payments to the Parent (i) on or before June 30, 2014 to release earnings and excess working capital with respect to the Subsidiary Guarantors that own the Ethanol Plants and (ii) after making the Restricted Payments described in clause (i), in a total amount after the Effective Date not to exceed the total of (x) the Borrower’s cumulative Excess Cash Flow since the Effective Date plus (y) the amount of all Specified Equity Contributions, minus (z) cumulative mandatory prepayments pursuant to Section 6.2.3(a); provided that, in each case under clause (i) or (ii), (A) after giving effect to any such Restricted Payment required Payment, the pro forma Total Leverage Ratio is not greater than 3.00 to 1.00 and the Borrower has a pro forma cash balance of at least $15,000,000 and (B) at the time of and after giving effect a REIT Conversionto any such Restricted Payment, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) no default under Debt of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that Parent in excess of $25,000,000 in the aggregate amount and no Unmatured Event of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have has occurred and is continuing; provided, further, that with respect to clause (ii), the amount of any Restricted Payment made after the Effective Date shall be continuing or would result therefromdeemed to be paid first out of the amount available from Specified Equity Contributions pursuant to clause (y), if any, in the order in which such Specified Equity Contributions were made, and second, out of the amount available from the Borrower’s cumulative retained share of Excess Cash Flow pursuant to clause (x).

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly Owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary may declare and pay dividends or make to each other distributions with respect to its owner of Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders Interests of such Equity InterestsRestricted Subsidiary based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares of the Equity Interests (other than Disqualified Equity Interests) of such Person, in the case of a non-Wholly Owned Restricted Subsidiary ratably to the holders of the Equity Interests of such Restricted Subsidiary based on the relative ownership thereof; (c) the Borrower and any Restricted Subsidiary of the Borrower may make Restricted Payments pursuant Payments, the proceeds of which will be used to repurchase the Equity Interests of the Borrower (or any Parent) from, or to make a Restricted Payment to any direct or indirect parent entity of the Borrower to enable it to repurchase its Equity Interests from, directors, employees or members of management of the Borrower, any Parent (or their estate, heirs, family members, spouse and/or former spouse), in an aggregate amount not in excess of $7,500,000 in any calendar year (plus the amount of any withholding or similar taxes payable by any such person in connection with grants under such plan) plus the proceeds of any key-man life insurance maintained by any direct or indirect parent entity of the Borrower, the Borrower or any of its Restricted Subsidiaries; provided that the Borrower may carry-over and make in accordance any subsequent calendar year or years, in addition to the amount for such calendar year, the amount not utilized in the prior calendar year or years up to a maximum of $15,000,000 (plus the amount of any withholding or similar taxes payable by any such person in connection with stock option plans grants under such plan); (d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, 7.08, or 7.14; (e) the payment of dividends or other compensation distributions or benefit plans approved by the Borrower’s board making of directors, loans or advances to any committee thereof, Parent in amounts required for directors, officers such Parent to pay franchise taxes and other fees required to maintain its existence and provide for all other operating costs of such Parent to the extent attributable to the ownership or employees operation of the Borrower and its Restricted Subsidiaries, including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other costs and expenses including all costs and expenses with respect to filings with the SEC plus any indemnification claims made by directors or officers of such Parent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (df) so long as before and after giving effect thereto, no Default shall exist and the Borrower and any Total Leverage Ratio shall be less than 5.0 to 1.0, Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for Payments made from the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision)Available Amount; (eg) for so long as repurchases of Equity Interests of the Borrower or any Restricted Subsidiary is a REIT, deemed to occur upon the Borrower non-cash exercise of stock options and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiarywarrants; and (fh) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, and the Available Amount has not been increased as a result of such Permitted Equity Issuance, the Borrower may make Restricted Payments with the Net Cash Proceeds from any Permitted Equity Issuance (to the extent constituting Specified Issuance Proceeds) received since the Closing Date, to the extent Not Otherwise Applied (provided that the Borrower must provide the Administrative Agent with prompt notice of the application of such proceeds following such transaction as required by Section 6.02(i)) and to the extent such proceeds were received within 180 days prior to the date of such Restricted Payment and held in segregated account pending application pursuant to this clause (h); (i) other Restricted Payments in an aggregate amount, when combined with the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments of Indebtedness made pursuant to Section 7.14(a)(iv), not to exceed the greater of (i) $100,000,000 and (ii) 10.0% of Consolidated Tangible Assets of the Borrower during the term of this Agreement; and (j) the payment of dividends or other distributions by the Borrower to any Parent in amounts required to pay the consolidated, combined or unitary Tax obligations of any Parent attributable to the Borrower and its Subsidiaries determined as if the Borrower and its Subsidiaries had filed a separate consolidated, combined or unitary return for the relevant taxing jurisdiction; provided that any refunds received by any Parent attributable to the Borrower or any of its Subsidiaries shall promptly be returned by any Parent to the Borrower through a contribution to the common equity of, or the purchase of common stock (other than Disqualified Equity Interests) of the Borrower from, the Borrower; and provided further that the amount of any such contribution or purchase shall be excluded from clause (b) of the definition of Available Amount; provided further that the permitted payment pursuant to this clause (j) with respect to any Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar taxes.

Restricted Payments. The Borrower will notshall not permit, and will not nor shall it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except ; provided that: (ai) any Restricted Subsidiary The Borrower may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other any Restricted Payments in respect cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of the Borrower’s Adjusted FFO (excluding any regular distributions to holders of preferred stock of Borrower) for each Rolling Period (commencing with the Rolling Period ending on December 31, 2024), or (y) the amount necessary for the Borrower to be able to make distributionsRestricted Payments required to maintain its Equity Interestsstatus as a REIT and to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on the Borrower; provided, that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, Borrower shall not make any cash distributionsRestricted Payments; (ii) each Subsidiary may make Restricted Payments ratably to the holders of such its Equity Interests; (biii) the Borrower or any Guarantor may declare and pay make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (iv) the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower or any Subsidiary; (v) so long as no Change of Control results therefrom, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (vi) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Guarantor may make dividends or distributions to allow Borrower to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of this Agreement; and (vii) The Borrower may exercise any redemption or conversion rights with respect to its Equity Interests payable solely in shares of Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees terms of the Borrower and governing documents setting out ​ any such rights and, to the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect extent paid in cash from sources other than a REIT Conversion, including, for the avoidance concurrent offering of doubt, any Restricted Payment necessary to satisfy the requirements Equity Interests of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, subject to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefromSection 8.29(a).

Restricted Payments. The Borrower will notDirectly or indirectly declare, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur set aside or otherwise deposit or invest any obligation (contingent sums for such purpose, or otherwise) agree to do so, except any of the foregoing; provided that: : (a) each of the Parent and any Restricted Subsidiary of its Subsidiaries may declare and pay distribute dividends or make of Capital Stock (other distributions with respect to its Equity Interests, or make other Restricted Payments than Disqualified Capital Stock) in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; Capital Stock; (b) the Borrower Parent and its Subsidiaries may declare and pay dividends with respect make Restricted Payments to its Equity Interests payable solely in shares of Equity Interests; the Parent or any other Note Party; (c) the Borrower Parent and its Subsidiaries may make Restricted Payments pursuant with respect to any Designated Preferred Stock; (d) the Parent and in accordance with stock option plans or other compensation or benefit plans approved its Subsidiaries may make Restricted Payments to the Parent, the Issuer and their respective Subsidiaries to be used by such Person (i) to the extent necessary to pay Permitted Management Fees and (ii) to the extent necessary for the Parent, the Issuer and their Subsidiaries to pay any taxes which are due and payable by the BorrowerParent, the Issuer and any of their Subsidiaries; provided that in the case of this clause (ii), such amount shall not exceed the lesser of (x) the amount of such taxes that are due and payable and (y) the amount of taxes that would be due and payable by each Subsidiary making such Restricted Payment if such Subsidiary were the parent of a consolidated group consisting of itself and its Subsidiaries; (e) the Parent and its Subsidiaries may purchase the Parent’s board of directors, or any committee thereofof its Subsidiary’s common stock or options to purchase common stock from present officers, for directors, officers directors or employees of the Borrower and Parent or any of its Subsidiaries upon the Restricted Subsidiaries; death, disability or termination of employment of such officer, director or employee (dat current market value prices to the extent available); (f) the Borrower and any Restricted Subsidiary Parent may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance repurchase shares of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Paymentits common stock; provided that the aggregate amount used for the purposes permitted under this clause (f) shall not exceed $1,000,000 during the term of this Agreement; (g) the Issuer may make dividend payments to the Parent in the amount necessary for Parent to make payments contemplated by the Merger Documents; (h) any Subsidiary of the Issuer may make dividend payments to the Issuer and any Subsidiary of the Parent that is not a Subsidiary of the Issuer may make dividend payments to the Parent; (i) the Parent may make Restricted Payments (and the Note Parties and other Subsidiaries may make Restricted Payments to the Parent for such purpose) to enable the Parent to avoid the imposition of any entity level tax on the Parent; provided that such Restricted Payments do not exceedshall be made to the maximum extent possible, for any four consecutive fiscal quarters from cash on hand and dividends from non-guarantor Subsidiaries; (j) the Parent may make Restricted Payments (x) in an amount equal to the amount of goodwill of the BorrowerIssuer and its Subsidiaries that is deducted for U.S. federal income tax purposes by the Parent in any given taxable year and (y) in an amount equal to the aggregate amount of any distributions received by the Parent from its Subsidiaries in any given taxable year, but only to the extent that such amount distributions are not included in the U.S. federal taxable income of the Parent as a result of the deduction of goodwill of the Issuer and its Subsidiaries; and (k) the Parent and its Subsidiaries may make Restricted Payments to the Parent, the Issuer and their respective Subsidiaries to be required for used by such Person to the Borrower extent necessary to pay any management or similar fee to any Restricted Affiliate; provided that (i) no Event of Default has occurred and is continuing or would occur as a result thereof and (ii) such management or similar fee shall be on fair and reasonable terms that, taken as a whole, are not less favorable to the relevant Note Party or Subsidiary, as applicable, as could be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate of the Parent; provided that this Section 6.05 shall not apply to continue any Deerfield Special Purpose Entity of the Parent to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower extent and the Restricted Subsidiaries may make any Restricted Payment so long as no Default compliance by such Person with, or Event such Person’s agreement to be subject to, the restrictions set forth in this Section 6.05 contravenes or Conflicts with such Person’s Organizational Documents or any Contractual Obligation, in existence on the date hereof, or entered into after the date hereof in the ordinary course of Default shall have occurred and be continuing business, or would result therefromRequirement of Law applicable to such Person or any of its Properties.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) any each Restricted Subsidiary may declare make Restricted Payments to the Borrower and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect Subsidiaries that directly or indirectly own Equity Interests of its Equity Interestssuch Restricted Subsidiary (and, in each the case ratably of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the holders Borrower and any such other Restricted Subsidiary and to each other owner of Equity Interests of such Equity InterestsRestricted Subsidiary based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in shares of the Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Borrower may make Restricted Payments pursuant with the cash proceeds contributed to and its common equity from the Net Cash Proceeds of any Permitted Equity Issuance Not Otherwise Applied (provided that in accordance with stock option plans or other compensation or benefit plans approved by no event shall any such proceeds increase the Borrower’s board of directorsCumulative Credit), or any committee thereof, for directors, officers or employees of the Borrower and the Restricted Subsidiaries; (d) the Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or as, with respect to any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate amount of such Restricted Payments do not exceedPayments, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may take actions expressly permitted by Section 7.02 (other than Sections 7.02(e) and (n)), 7.04, 7.08 or 7.12 (in each case, other than by reference to this Section 7.06 (or any clause under this Section 7.06)); (e) the Borrower or any Restricted Subsidiary may make Restricted Payments to Parent or any other Parent Holding Company: (i) the proceeds of which shall be used by Parent to pay (or to make a dividend, distribution or any other payment to or Investment in a Parent Holding Company to enable it to pay) (a) its or such Parent Holding Company’s operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, managers or officers of Parent not to exceed the ratable share of the amount to which such Restricted Payment relates that is related to the ownership or operations of the Restricted Group or (b) the fees and other amounts described in Sections 7.08(c) and (d) to the extent that the Borrower would be then permitted under such Sections 7.08(c) and (d) to pay such fees and other amounts directly; (ii) for any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined, unitary, affiliated or similar income tax group of which Parent is the common parent (a “Tax Group”), to the extent required to be made in cash, in an amount equal to the portion of any income taxes (and any consolidated, combined, unitary, affiliated or similar franchise or similar taxes imposed in lieu of such income taxes of such Tax Group) due by Parent for such taxable period, that is attributable to the Borrower and/or its Subsidiaries, provided that (I) Restricted Payments made in cash under this Section 7.06(e)(ii) for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group) and (II) Restricted Payments under this Section 7.06(e)(ii) in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose; (iii) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of Parent (or to make a dividend, distribution or any other payment to or an Investment in a Parent Holding Company or a direct or indirect equity holder thereof to enable it to repurchase, retire or otherwise acquire its Equity Interest) from directors, managers, consultants, employees or members of management of the Restricted Group (or their estate, family members, spouse and/or former spouse), in each case in connection with the resignation, termination, death or disability of any such directors, managers, employees or members of management, in an aggregate amount not in excess of (A) at any time prior to a Qualified IPO, (i) $10,000,000 in any calendar year plus (ii) any unutilized portion of such amount in the immediately preceding two fiscal years (with the sum of clauses (i) and (ii), however, not exceeding $20,000,000 in any calendar year) and (B) at any time after a Qualified IPO, (i) $15,000,000 in any calendar year plus (ii) any unutilized portion of such amount in the immediately preceding two fiscal years (with the sum of clauses (i) and (ii), however, not exceeding $20,000,000 in any calendar year); provided further that the amounts set forth in this clause (b)(iii) may be further increased by (A) the proceeds of any key-man life insurance received by Parent, another Parent Holding Company, the Borrower or any Restricted Subsidiary (solely with respect to the calendar year in which such proceeds are received and without limiting any carry-over thereof permitted above), plus (B) to the extent contributed in cash to the common equity of the Borrower and not theretofore utilized to make a Restricted Payment under this clause (b)(iii) and Not Otherwise Applied, the Net Cash Proceeds from the sale of Equity Interests of Parent or any other Parent Holding Company, in each case to members of management, managers, directors or consultants of Parent or any of its Subsidiaries or any Parent Holding Company that occurs after the Closing Date (provided that in no event shall any such contributed amounts increase the Cumulative Credit) plus (C) the amount of any cash bonuses or other cash compensation otherwise payable to any future, present or former director, manager, employee, member of management or consultant of Parent or a direct or indirect equity holder thereof, the Borrower or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests of Parent or a direct or indirect equity holder thereof, the Borrower or any Restricted Subsidiary pursuant to a deferred compensation plan of such equity; (iv) the proceeds of which are applied to the purchase or other acquisition by Parent (or any other Parent Holding Company) of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or more than 50% of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Borrower or any Restricted Subsidiary, it would have constituted a Permitted Acquisition permitted to be made pursuant to Section 7.02(i); provided that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Parent (or any Parent Holding Company) shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower or any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 7.04) into the Borrower or any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchaser or other acquisition; (v) repurchases of Equity Interests of Parent deemed to occur upon the non-cash exercise of stock options and warrants or similar equity incentive awards; (vi) the proceeds of which shall be used by Parent to pay, or to make dividends, distributions or any other payments to allow any other Parent Holding Company to pay, other than to Affiliates of Parent, a portion of any customary fees and expenses related to any unsuccessful equity offering by Parent (or any other Parent Holding Company) or offering or debt issuance, incurrence or offering, Disposition or acquisition or investment transaction permitted by this Agreement, in each case not to exceed the ratable share of the amount to which such Restricted Payment relates that is directly related to the operations of the Restricted Group; and (vii) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, employees, consultants and independent contractors of Parent (or any other Parent Holding Company) to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Restricted Group; (f) Restricted Payments made on the Closing Date to consummate the Transaction as provided for in the Merger Agreement; (g) the Borrower and any Restricted Subsidiary may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) 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; (h) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 7.06. (i) additional Restricted Payments to Parent in an aggregate amount not to exceed $15,000,000 (less the aggregate amount of all prepayments, redemptions, purchases, defeasements and other satisfaction prior to the scheduled maturity of any Junior Financing, Unsecured Financing and Permitted Refinancings thereof pursuant to Section 7.12(a)(iv)(y)); provided that immediately before and immediately after giving Pro Forma Effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing; (j) after a Qualified IPO, the Borrower may pay cash dividends to Parent so that Parent may make payments to its equity holders or the equity holders of any Parent Holding Company in an aggregate amount not exceeding 6.0% per annum of the Net Cash Proceeds received by the Borrower and the Restricted Subsidiaries (without duplication) from such Qualified IPO; (k) [Reserved]; (l) with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Permitted Equity Issuance Not Otherwise Applied (provided that in no event shall any such cash proceeds increase the Cumulative Credit), so long as, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom; (m) in an amount equal to any Taxes payable, including, but not limited to, withholding or similar taxes payable or expected to be payable in connection with any payments to any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) or in connection with any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; and (n) additional Restricted Payments to Parent in an aggregate amount (which shall not be less than zero) equal to the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(n), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, so long as (A) immediately before and immediately after giving Pro Forma Effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing and (B) the Restricted Group shall be in Pro Forma Compliance with a First Lien Net Leverage Ratio of no greater than 5.50:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the applicable four fiscal quarter period covered thereby.

Restricted Payments. The Borrower will not, and will not permit any Restricted Subsidiary 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: (a) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) the Borrower may declare and pay dividends with respect to its Equity Interests Capital Stock payable solely in additional shares of Equity Interests; its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers management or employees of the Borrower and the Restricted its Subsidiaries; , and (d) the Borrower and any Restricted Subsidiary may make any Restricted Payments if there is no then existing Default or Unmatured Default (after notice thereof to Borrower), no Default or Unmatured Default would occur after giving effect to such Restricted Payment required to effect a REIT Conversionand Restricted Payments paid on account of any period of four (4) consecutive fiscal quarters, includingin the aggregate, would not exceed 95% of Funds From Operations for such period of four (4) consecutive fiscal quarters. Notwithstanding the avoidance of doubtforegoing, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the aggregate shall be permitted at all times to distribute whatever amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters dividends is necessary to maintain its tax status as a real estate investment trust. 16. Section 6.14 of the BorrowerLoan Agreement is hereby amended by (1) adding the following language at the end of clause (ii): “, such amount as may and Investments in new Subsidiaries with the prior written consent of the Required Lenders, which shall not be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment unreasonably withheld so long as no Default or Event of Unmatured Default shall have has occurred and be continuing or would result therefrom.is continuing”, (2) re-letter clauses (iv) and (v) thereof as clauses (v) and (vi), respectively, and (3) by inserting new clause (iv) as follows: