Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will Company shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: (ai) the Borrower may make other Restricted Payments made in connection with respect to its Equity Interests payable solely in additional Equity Interests;the defeasance, redemption or repurchase of any Indebtedness with the Net Cash Proceeds of Permitted Refinancing Indebtedness; and (bii) Subsidiaries may make Restricted Payments ratably with respect of any Subsidiary of the Company to their Equity Interests;the Company or to another wholly-owned Subsidiary of the Company; and (ciii) Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests;Asset Purchase Agreement; and (div) the Borrower may make cash payments any Restricted Payment that constitutes a payment in lieu respect of the issuance a purchase price adjustment, earn-out or other similar form of fractional Equity Interests contingent purchase price in connection with any dividendAcquisition (including the IITRI Acquisition) consummated on or before the Closing Date as set forth on Exhibit 10.3(f) and any Permitted Acquisition; and (v) Restricted Payments that constitute payments of principal, split interest, premium, fees, expenses or combination thereof other amounts due on the Securities pursuant to this Agreement and the other Operative Documents, and Restricted Payments that constitute mandatory payments of principal, interest, premium, fees or expenses due on or under the Seller Note Securities Purchase Agreement, the Seller Notes or the exercise of warrants, options Seller Warrants or the other securities convertible into or exchangeable for Equity Interests Operative Documents (as defined in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreementSeller Note Securities Purchase Agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees subject to the terms of the Borrower Subordination Agreements and its Subsidiaries any restrictions provided in the documents for such Indebtedness; and (vi) Restricted Payments made (v) in connection with the redemption or repurchase for value of any Capital Stock of the Company as a result of distributions by the ESOT of such Capital Stock to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (w) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (x) in good faith and belief by the Company to be made with respect to the payments described in the preceding clauses (v) or (w) but which do not so qualify for the status described in the preceding clauses (v) or (w) on account of administrative error or mistake, provided that such payment would not otherwise result in a Default or Event of Default hereunder and either (A) such payments do not collectively exceed $250,000 during the period from the Closing Date through the date of such payment or (B) such payment is recovered by the Company within thirty (30) days thereof and the Company's books and records are accordingly adjusted to reflect such recovery, together with all other such payments under this subclause (B), do not collectively exceed $1,000,000 during the period from the Closing Date through the date of such payment, or (y) in the form of administrative fees or expenses of the ESOP or the ESOT including, without limitation, in respect the fees of tax withholding the ESOT Trustee or other similar tax obligation related (z) as contributions to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;ESOT as required under the ESOP Plan Documents; and (hvii) the Borrower and its Subsidiaries may make other Restricted Payments so long made in connection with stock appreciation rights plans, phantom stock plans and other equity-based incentive compensation arrangements or plans to the extent such payments would not be in violation of the terms of this Agreement or any other Operative Document. provided, however, that in no event shall any Restricted Payments (other than (1) to the Company, (2) as at the time of making such permitted by clause (ii) above, (3) Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto Payments (x) no Default has occurred and is continuing and resulting from distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to the termination by participants in the ESOP of employment with the Company or any Controlled Group member or (y) as required by Section 401(a)(28) of the Net Leverage Ratio is not greater than 2.75 to 1.00; Code or any substantially similar Requirement of Law, and (i4) Restricted Payments may resulting from contributions to the ESOT as required under the ESOP Plan Documents) be declared or made pursuant to this Section 6.07 within sixty days after date if either a Default or an Event of declaration of any such Restricted Payment if such Restricted Payment was permitted on Default shall have occurred and be continuing at the date of declaration thereofor payment thereof or would result therefrom; and (j) the Borrower and its Subsidiaries may make provided, further, that in no event shall any other Restricted Payment so long be permitted under clause (v) above with respect to the Seller Notes, Seller Warrants or other Operative Documents (as (idefined in the Seller Note Securities Purchase Agreement) at unless the time Company shall have delivered to the holders of the declaration Notes a compliance certificate in substantially the form of such Restricted Payment, no Default has occurred and is continuing or would arise after Exhibit 10.1(a)(iv)(b) hereto for the most recently completed fiscal quarter calculated giving effect (on a pro forma basis), to such Restricted Payment if as of the last day of such Restricted Payment were to be made at prior fiscal quarter and certifying that the Company is in compliance with the financial covenants in section 10.4 as of the last day of such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAprior fiscal quarter.

Restricted Payments. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the U.S. Borrower or any of its Restricted Subsidiaries may declare and pay or make other Restricted Payments with respect to its Equity Interests Capital Distributions that are payable solely in additional Equity Interestsshares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock) so long as no Change of Control would result therefrom; (bi) Subsidiaries any Restricted Subsidiary of the U.S. Borrower may declare and pay or make Restricted Payments ratably with respect Capital Distributions to their Equity Intereststhe U.S. Borrower or any other Credit Party, and (ii) any Non-Credit Party may declare and pay or make Capital Distributions to any other Non-Credit Party, the U.S. Borrower or any other Credit Party; (c) dividends and other distributions by any Restricted Subsidiary to the Applicable Borrower may repurchase Equity Interests upon in order to fund the exercise consolidated or combined federal, foreign, state and local income taxes payable by the Applicable Borrower on behalf of stock options an affiliated group filing consolidated or warrants if such Equity Interests represent a portion of combined returns which includes the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsApplicable Borrower; (d) (A) any Restricted Subsidiary may make distributions to the U.S. Borrower in the amount required for the Borrower may to pay franchise, income and other taxes owing by it and (B) the U.S. Borrower may, unless an Event of Default has occurred and is continuing, make cash payments in lieu distributions to effect any repurchase, redemption, acquisition, cancellation or other retirement for value of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) U.S. Borrower or its Restricted Subsidiaries or to effect the Borrower and its Subsidiaries may make Restricted Payments pursuant termination of options to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of purchase Equity Interests of the Borrower from any futureU.S. Borrower, present in each instance, held by a former or current directors, officers and employees (or their estates, spouses or former employee, officer, director or manager or consultant spouses) of the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries (x) upon the their death, disability, retirement or termination of employment for a maximum cash consideration under this subclause (B)(x) not to exceed the greater of any such Person or (i) $10,000,000 and (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not equal to exceed $15,000,000 2.50% of Pro Forma EBITDA for the most recently ended Testing Period in any fiscal year (which amount under this subclause (B)(x) may, if unused in any fiscal year, be used in subsequent fiscal years)or (y) for the purpose of paying taxes due and payable by such employees on account of stock owned by such employees under the U.S. Borrower’s employee incentive plan; (he) Restricted Payments arising as a result of Permitted Receivables Financings; (f) the U.S. Borrower and its Restricted Subsidiaries may make other additional Restricted Payments Payments, in an aggregate amount not to exceed, during the term of this Agreement, the greater of (x) $100,000,000 and (ii) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period ; (g) the U.S. Borrower and its Restricted Subsidiaries may make additional unlimited Restricted Payments, so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Event of Default has occurred and is continuing and (y) the U.S. Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio is of not greater more than 2.75 3.00 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (jh) the U.S. Borrower and its Restricted Subsidiaries may make any other additional Restricted Payment so long as Payments in an aggregate amount not to exceed the Available Amount immediately prior to the time of the making of such Restricted Payment; provided, that (ix) no Event of Default shall exist and be continuing at the time of the declaration making of such Restricted Payment, no Default has occurred and is continuing Payment or would arise after giving effect result therefrom and (y) the U.S. Borrower shall be in compliance with a Consolidated Total Net Leverage Ratio of not more than 4.00:1.00 on a pro forma basisPro Forma Basis; (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Subordinated Indebtedness or Junior Lien Indebtedness prohibited by the subordination provisions thereof; (j) Restricted Payments of Deferred Acquisition Obligations permitted under Section 7.04(j); (k) the repurchase of Equity Interests (i) deemed to occur upon the exercise of options, warrants or other convertible securities to the extent that such Restricted Payment if such Restricted Payment were to be made at such time Equity Interests represent all or a portion of declaration the exercise price thereof and (ii) deemed to occur upon the amount withholding of a portion of Equity Interests granted or awarded to any current or former officer, director, manager, employee or consultant to pay for taxes payable by such Person in connection with such grant or award (or the vesting thereof, when aggregated with all other ); (l) the payment of cash in lieu of fractional Equity Interests pursuant to the exchange or conversion of any exchangeable or convertible securities; and (m) Restricted Payments made in reliance on this clause (j) during connection with the term of this Agreement, does not exceed 25% of Applicable EBITDATransactions.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) the Borrower each Subsidiary of Parent may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsany other Subsidiary or to Parent; (b) Subsidiaries the Parent and each Subsidiary thereof may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower Parent may repurchase pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests upon of Intermediate Holdco or the exercise of stock options Parent or warrants if such other assets relating to the Equity Interests represent a portion of the exercise price of such options Intermediate Holdco or warrants the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or with allocable to its Equity Interests in the proceeds received from the substantially concurrent issue of new Equity InterestsParent; (d) the Borrower Parent may make pay cash dividends, payments and distributions in lieu of the issuance of fractional Equity Interests an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any dividendgovernmental, split regulatory or combination thereof self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the exercise of warrants, options Parent or other securities convertible into assets relating to the Equity Interests of such Intermediate Holdco or exchangeable for the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the BorrowerParent; (e) the Borrower Parent may pay, without duplication, cash dividends, payments and its Subsidiaries may make Restricted Payments distributions (A) pursuant to the Tax Sharing Agreement and in accordance with stock option plans (B) to pay or other benefit plans for management permit Holdings or employees of the Borrower and its Subsidiaries;Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the extent constituting Restricted Payments, the Borrower Holdings to pay cash dividends and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments repurchase its Equity Interests (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an aggregate amount not to exceed $15,000,000 30,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so Fiscal Year as long as at the time of making such Restricted Payment and immediately as, after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred effect to such dividend, payment and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Paymentdistribution, no Event of Default has occurred and is continuing then exists or would arise after giving effect (on as a pro forma basis)result thereof, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAPayment Conditions are satisfied.

Restricted Payments. The Borrower will Trust shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower Operating Partnership may make cash distributions to the Trust and other Restricted Payments holders of partnership interests in the Operating Partnership with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or (ii) 95.0% of Funds From Operations calculated on a trailing twelve (12) month basis; (b) Subsidiaries the Trust may make Restricted Payments ratably with respect cash distributions to their Equity Interestsits shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsSubsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Borrower Operating Partnership) that is not a Wholly Owned Subsidiary may make cash payments in lieu distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the issuance of fractional Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable such Operating Partnership for Equity Interests in the Borrower; (e) Trust. Notwithstanding the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) foregoing, but subject to the extent constituting Restricted Paymentsfollowing sentence, if a Default or Event of Default exists, the Borrower Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Subsidiaries Trust may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) distribute to its shareholders such cash distributions received from the Borrower may make Restricted Payments (i) for the repurchaseOperating Partnership, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from during any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) fiscal year in an aggregate amount not to exceed $15,000,000 the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1(a), Section 10.1(b), Section 10.1(f) or Section 10.1(g) shall exist, or if as a result of the occurrence of any fiscal year; (h) other Event of Default any of the Borrower Obligations have been accelerated pursuant to Section 10.2(a), the Trust shall not, and its Subsidiaries may shall not permit any Subsidiary to, make other any Restricted Payments so long as at to any Person other than to the time of making such Restricted Payment and immediately after giving effect (including giving effect on Trust or any Subsidiary that is a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDALoan Party.

Restricted Payments. The Borrower will not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except: or permit any of the Restricted Subsidiaries so to do, except that (ai) the Borrower or any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity 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 any of the other Restricted Subsidiaries, (iii) the Borrower may make other Restricted Payments make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in additional Equity Interests; cash to its common shareholders, (bvi) the Borrower or any of the Restricted Subsidiaries may make make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments ratably with respect to their Equity Interests; Payments” and permitted by the subordination terms applicable thereto and (cvii) the Borrower may repurchase common Equity Interests upon the exercise of or common stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employeeofficers, officerdirectors or employees (or heirs of, director estates of or manager or consultant trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person officer, director or (ii) employee or pursuant to and in accordance with the terms of any agreement stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoingvii) in an amount shall not to exceed $15,000,000 2,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time year of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDABorrower.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so except as long as at the time no Event of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect result therefrom, (on a pro forma basisa) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Restricted Payment were Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be made at not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such time of declaration and Subsidiary times (iiy) the amount thereof, when aggregated with of all other Restricted Payments such dividends and payments made to all owners of Equity Interests in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAsuch Subsidiary.

Restricted Payments. The Borrower will not(a) Subject to paragraph (b) below, no Offshore Obligor shall (and will not permit each Offshore Obligor shall ensure that no other member of the Offshore Group will): (i) declare, make or pay any dividend or other distribution in respect of any of its Subsidiaries toshares; (ii) alter any rights attaching to its issued shares as at the date of this Agreement in a manner which might reasonably be expected to adversely affect the interests of the Lender; (iii) redeem, declare repurchase, defease, retire or makerepay or redeem any of its share capital or resolve to do so; or (iv) pay interest, commission or fees on, or agree to pay repay, prepay, redeem, defease or make, directly otherwise discharge any loan provided by the Onshore Parent Guarantor or indirectly, any Restricted Payment, except:an Affiliate of the Onshore Parent Guarantor; (av) without limiting paragraphs (i) to (iv) above, pay any intercompany payables in connection with the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests;Joyful Intercompany Advances. (b) Subsidiaries No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the Offshore Group will) make any distribution on, or redeem or otherwise discharge any Junior Liabilities other than payment of the Preferred Fixed Dividend (as defined in the Junior Investment Agreement) under the Junior Investment Documents provided to the Lender pursuant to Schedule 1 (Conditions Precedent), provided that such payment shall not exceed US$11,500,000 per annum or such other amount as the Lender may make Restricted Payments ratably with respect to their Equity Interests;agree (“Junior Permitted Payment”). (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion No Offshore Obligor shall (and each Offshore Obligor shall ensure no other member of the exercise price Offshore Group will) pay any amount to, or repay, prepay, redeem, defease or otherwise discharge any liabilities owed to Fullgoal SPC (for and on behalf of such options or warrants or with the proceeds received from the substantially concurrent issue Fullgoal SP) other than any payment made by Joyful Wellness to Fullgoal SPC (for and on behalf of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (iiFullgoal SP) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees the terms of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAFullgoal Notes.

Restricted Payments. The Borrower will notNo Obligor Party shall make payments which are Restricted Payments, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower The Obligor Parties may make payments and other Restricted Payments distributions as expressly permitted under Section 5.13 and Article III of the Depositary Agreement; provided that, solely with respect to its Equity Interests payable solely in additional Equity Interests;any Restricted Payment to be made on the Term Conversion Date pursuant to the first proviso of Section 3.10(b) of the Depositary Agreement and Sections 3.8(c)(i) and 3.9(b)(iv) of the Depositary Agreement, no Revolving Loans are outstanding as of the date of such Restricted Payment before and after giving effect to such Restricted Payment. (b) Subsidiaries The Borrower may reimburse Drawstop Equity Contributions pursuant to Section 4.03(d); provided that the aggregate remaining amount of all stated amounts, deposited amounts and amounts secured thereby, as applicable, of any Equity Credit Support to whom such reimbursement is intended to be made shall be equal to not less than the “Unfunded Commitment” (as defined in the Equity Contribution Agreement (after giving pro forma effect to the reimbursement of such Drawstop Equity Contribution)). (c) The Borrower may reimburse the Expansion Equity Contributions pursuant to Section 4.03(e); provided that the aggregate remaining amount of all stated amounts, deposited amounts and amounts secured thereby, as applicable, of any Equity Credit Support to whom such reimbursement is intended to be made shall be equal to not less than the “Unfunded Commitment” (as defined in the Equity Contribution Agreement (after giving pro forma effect to the reimbursement of such Expansion Equity Contribution)). (d) Restricted Payments may be made with the proceeds of amounts on deposit in or credited to any Excluded Commodity Account, in an aggregate amount not to exceed at any time (i) the amount of Equity Commodity Contributions made prior to such time less (ii) any amounts that have been previously transferred as a Restricted Payment pursuant to this clause (d). (e) Any Loan Party may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries;Loan Party. (f) Any Obligor Party may make payments to any Affiliate of the extent constituting Restricted PaymentsObligor Parties under the Management Services Agreement (including the Management Fee), the Borrower and the Subsidiaries may enter any Permitted O&M Agreement, any Permitted Energy Management Agreement or any other Project Contract entered into transactions expressly permitted by Sections 6.03 and 6.04;in accordance with this Agreement. (g) On or after the first Quarterly Payment Date following the Term Conversion Date, so long as the Distribution Conditions are satisfied as of the date of any such Restricted Payment, the Borrower may make Restricted Payments to Sponsor, Holdings or its designee with amounts on deposit in, or credited to, the Distribution Suspense Account in accordance with Section 3.10 of the Depositary Agreement. (h) Prior to the Term Conversion Date and so long as no Event of Default has occurred and is continuing, the Borrower may make the following withdrawals and transfers from the Construction Account: (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or Permitted Tax Distributions and (ii) pursuant for general and administrative costs of the Projects and the Loan Parties directly incurred by Holdings and Sponsor, and other corporate overhead expenses in an aggregate amount not to exceed $250,000 in any fiscal year of the Borrower, provided that in each case Borrower has certified that the Loan Parties have sufficient funds (taking into account the available Equity Commitment, amounts on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), and remaining availability under the Construction Facility) to achieve Term Conversion. (i) Pursuant to and in accordance with any agreement (including any employment agreementSection 2.11(b)(iv), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower may distribute the LeConte Target Disposition Prepayment Amount to Holdings, and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related Holdings may distribute such amount to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; andLeConte. (j) the The Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were distribute payments to be made at such time of declaration to LeConte pursuant to the SP-15 Payment Assignment Agreement and (ii) any payments made by Exelon under the amount thereof, when aggregated with all other Restricted Payments made Exelon Confirmation listed in reliance on this clause (ja) during of the term of this Agreementdefinition thereof to Holdings, does not exceed 25% of Applicable EBITDAand Holdings may distribute such amount to LeConte.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted PaymentPayments, exceptexcept as follows: (a) the Borrower (i) Borrowers may make pay dividends or other Restricted Payments with respect to its Equity Interests distributions payable solely in additional Equity Interestsshares of capital stock of any Borrower or any Subsidiary or (ii) a Subsidiary may pay dividends or other distributions to any Borrower or to another Subsidiary; provided that the total of all such dividends or other distributions to Subsidiaries which are not Guarantors shall not exceed $300,000 over the life of this Agreement, and provided further that if (1) a Default or Event of Default shall have occurred and be continuing or (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) Subsidiaries any Borrower may make Restricted Payments ratably distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with respect to their Equity Intereststhe terms of such shareholder rights plan; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments in connection with or pursuant to any of its (i) for Employee Benefits Plans or in connection with the repurchaseemployment, retirement termination or other acquisition compensation of its service providers, employees, officers or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration 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 thereofof all purchases of Equity Securities made under Section 7.06(e), when aggregated with the total of all other Restricted Payments made such dividends, purchases or redemptions shall not exceed the sum of $100,000 in reliance on the aggregate over the life of this Agreement; provided, further, that the provisions of this clause (j) during the term f), shall not restrict any Subsidiary from declaring or paying dividends to any Borrower or to any wholly owned Subsidiary of this Agreement, does not exceed 25% of Applicable EBITDABorrower.

Restricted Payments. The Borrower will Parent shall not, and will shall not permit the Borrower or any of its Subsidiaries other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Parent, the Borrower and the other Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower may declare or make cash distributions to the Parent and other Restricted Payments with respect holders of partnership interests in the Borrower during the period of four consecutive fiscal quarters most recently ending to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) the Borrower may make cash distributions of capital gains to the Parent and other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Parent, the Borrower and any other Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; and (e) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted PaymentsParent, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon other Subsidiary. Notwithstanding the deathforegoing, disabilitybut subject to the following sentence, retirement if a Default or termination Event of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement)Default exists, stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower may only declare and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related make cash distributions to the foregoing) Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed $15,000,000 the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any fiscal year; (h) other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and shall not permit the Borrower and its Subsidiaries may or any other Subsidiary to, make other any Restricted Payments so long as at to any Person other than to the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) Parent, the Borrower and its Subsidiaries may make or any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASubsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted PaymentPayment except that, exceptso long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) the Borrower each Restricted Subsidiary may make other Restricted Payments with 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 to its Equity Interests payable solely in additional Equity Interestsof which such Restricted Payment is being made; (b) Subsidiaries the Borrower and each Restricted Subsidiary may declare and make Restricted Payments ratably with respect to their Equity Interestsdividend payments or other distributions payable solely in the Qualified Stock of such Person; (c) the Borrower and each Restricted Subsidiary may repurchase purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or issued by it with the proceeds received from the substantially concurrent issue of new Equity Interestsshares of its Qualified Stock; (d) the Borrower and each Restricted Subsidiary may make cash payments Restricted Payments in lieu 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 issuance employees, officers or directors of fractional Equity Interests the Borrower or any Restricted Subsidiary; provided that the aggregate amount of payments under this clause (d) in connection with any dividendfiscal year of the Borrower shall not exceed $5,000,000; provided, split or combination thereof or the exercise 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 warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrowerno greater than $10,000,000); (e) in the ordinary course of its business, the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance connection with stock option plans or other benefit plans or arrangements for management directors, management, employees or employees consultants of the Borrower and its Restricted Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the its Restricted Subsidiaries may enter into transactions make Restricted Payments constituting purchases by the Borrower or any of its Restricted Subsidiaries of any other Subsidiary’s capital stock pursuant to a transaction expressly permitted by Sections 6.03 and 6.04Section 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 (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) not otherwise permitted by this Section 7.06 in an amount not to exceed $15,000,000 in any fiscal year;the Available Amount at such time; and (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default Borrowing Base Deficiency has occurred and is continuing or would arise after giving effect (on a pro forma basis)result therefrom, to 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 Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated Person in accordance with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAtheir terms.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of its their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower may make other Restricted Payments shall be in compliance with respect the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to its Equity Interests payable solely in additional Equity Intereststhe Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) allow the Borrower may repurchase Equity Interests upon the exercise payment of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or shares upon the exercise of warrantsoptions or, options warrants or other securities convertible rights or upon the conversion or exchange of or into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees Capital Stock of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAMLP.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor 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) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interestsshares of its common stock; (b) in respect of obligations of the Borrower to make Deferred Acquisition Payments, the Borrower may make such Deferred Acquisition Payments to the appropriate payee in respect thereof, so long as (i) no Default or Event of Default has occurred and is continuing or would result from such payments and (ii) such Deferred Acquisition Payments are permitted to be made under the subordination provisions, if any, applicable thereto; (c) Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (fe) the Borrower and any Subsidiary may make any payment (even if such payment is in the form of a Restricted Payment) to the extent constituting Restricted PaymentsBorrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any tax sharing, tax allocation or other similar tax arrangement or agreement entered into among the Borrower and its Wholly Owned Subsidiaries; (f) the Subsidiaries Borrower may enter into transactions expressly permitted by Sections 6.03 and 6.04;make any Restricted Payment that is funded solely with Equity Issuance Proceeds; and (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from declare and pay any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments cash dividend so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto to such dividend (xi) no Default or Event of Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (jii) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated in compliance with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASection 6.14.

Restricted Payments. The Borrower will notDeclare, and will not permit any of its Subsidiaries toorder, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment (other than dividends payable solely in common stock of the Person making such dividend) except that, exceptwithout duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower may make and other Restricted Payments with respect Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to its the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests payable solely in additional of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) Subsidiaries may make Restricted Payments ratably with respect subject to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or compliance with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) Approved Budget, the Borrower may make cash payments in lieu Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the issuance Borrower or Subsidiary upon the death, disability or termination of fractional employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests in connection with from employees, officers, directors and consultants of the Borrower or any dividendSubsidiary by net exercise, split net settlement, net withholding or combination thereof or otherwise, pursuant to the exercise terms of warrantsany employee stock option, options incentive stock or other securities convertible into equity-based plan or exchangeable for Equity Interests arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the BorrowerClosing Date; (eii) the proceeds of which shall be used by a parent entity to pay its 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 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its Subsidiaries may make corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Payments pursuant Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and in accordance with stock option plans expenses (other than to Affiliates) related to any unsuccessful equity or other benefit plans for management debt offering by any parent entity of the Borrower that is directly attributable to the ownership or employees operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local 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 the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04;[reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments (i) for consisting of the repurchase, retirement or other acquisition or retirement for value cashless exercise of options and warrants of the Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASubsidiaries.

Restricted Payments. The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Parent and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower may make declare and pay cash dividends to the Parent and other Restricted Payments holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) Subsidiaries the Borrower may make Restricted Payments ratably with respect declare and pay cash distributions of capital gains to their Equity Intereststhe Parent and other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Parent, the Borrower or any Subsidiary may repurchase acquire the Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsSubsidiary that is not a Wholly Owned Subsidiary; (d) the Borrower a Subsidiary that is not a Wholly Owned Subsidiary may make cash payments in lieu distributions to holders of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower;issued by such Subsidiary; and (e) the Borrower and its Subsidiaries may make pay Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted PaymentsParent, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon other Subsidiary. Notwithstanding the deathforegoing, disabilitybut subject to the following sentence, retirement if a Default or termination Event of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement)Default exists, stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower may only declare and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related make cash distributions to the foregoing) Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed $15,000,000 the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any fiscal year; (h) other Event of Default any of the Borrower Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and its Subsidiaries may shall not permit any Subsidiary to, make other any Restricted Payments so long as at to any Person other than to the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of Parent or any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASubsidiary.

Restricted Payments. The Borrower Parent Guarantor will not, and will not permit Lessee or any of its Subsidiaries other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (ai) the Borrower Parent Guarantor may pay dividends or make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; , (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (cii) the Borrower Parent Guarantor may repurchase purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; , (diii) the Borrower Parent Guarantor may make cash payments (A) on securities convertible into or exchangeable for Equity Interests in the Parent Guarantor in accordance with their terms or (B) in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; Parent Guarantor, (eiv) Subsidiaries may (A) make dividends or other distributions to their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Guarantors and (y) in the case of a Subsidiary that is not a wholly-owned Subsidiary, made on at least a ratable basis to any such equityholders that are the Parent Guarantor or a Subsidiary), (B) make other Restricted Payments to Parent Guarantor, the Lessee or any Subsidiary Guarantor (either directly or indirectly through one or more Subsidiaries that are not Subsidiary Guarantors or the Lessee), (C) other than with respect to any such distributions by a Subsidiary Guarantor, make other Restricted Payments to a Bank Credit Agreement Specified Loan Party (either directly or indirectly through one or more Subsidiaries that are not Bank Credit Agreement Specified Loan Parties, Subsidiary Guarantors or the Lessee) and (D) make any Restricted Payments that the Parent Guarantor would have otherwise been permitted to make pursuant to this Section 9(d), (v) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower Parent Guarantor may make Restricted Payments (iA) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower Parent Guarantor from any future, present or former employee, officer, director or director, manager or consultant of the Borrower Parent Guarantor or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (iiB) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant option or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers managers, employees or employees consultants of the Borrower Parent Guarantor and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; ), (hvi) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower Parent Guarantor and its Subsidiaries may make any other Restricted Payment so long as (i) at the time no Event of the declaration of such Restricted Payment, no Default has occurred and is continuing at the time such Restricted Payment is made or would arise immediately after giving effect (on a pro forma basis)) thereto and the aggregate amount of all such Restricted Payments pursuant to this clause (vi) during any fiscal year of the Parent Guarantor does not exceed $100,000,000; provided that such Dollar limitation shall not be applicable, and such Restricted Payment shall not count against such Dollar limitation, if at the time of the making of such Restricted Payment and immediately after giving effect (on a pro forma basis) thereto, the Total Leverage Ratio is equal to or less than 3.00 to 1.00, and (vii) the Parent Guarantor may pay any dividend or distribution or make any irrevocable Restricted Payment within 60 days after the date of declaration of such dividend or distribution or giving irrevocable notice with respect to such Restricted Payment Payment, as the case may be, if at the date of declaration or notice such Restricted Payment were to be made at such time of declaration and (ii) would have complied with the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term provisions of this Agreement, does not exceed 25% Guaranty (including the other provisions of Applicable EBITDAthis Section 9(d)).

Restricted Payments. The Borrower Obligors will not, and will not permit any of its the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders, except: (ai) Holdings and the Borrower Parent may make other Restricted Payments declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Equity InterestsInterests (other than Disqualified Capital Stock); (bii) Restricted Subsidiaries of the Borrower may make Restricted Payments declare and pay dividends or distributions ratably with respect to their Equity InterestsInterests to its direct parent that is the Borrower or a Subsidiary Guarantor; (ciii) the Borrower may repurchase declare and pay dividends or distributions to the Parent, and the Parent may declare and pay dividends or distributions to Holdings, to permit the Parent and/or Holdings to pay (or the Borrower may pay on behalf of the Parent and/or Holdings), as applicable, (A) Taxes then due and owing by the Parent or Holdings and (B) reasonable compensation and expenses of directors and officers of the Parent or Holdings incurred in the ordinary course of business consistent with customary industry practice; (iv) for so long as the Parent is treated as a flow-through entity for U.S. federal income tax purposes, the Borrower may declare and pay dividends or distributions to the Parent in an amount equal to Permitted Tax Distributions, and the Parent may make Permitted Tax Distributions; CREDIT AGREEMENT (v) so long as, both before and immediately after giving effect thereto, each of the RP/Investment Conditions is satisfied: (A) the Borrower or any Restricted Subsidiary may declare and pay dividends or distributions to the Parent, the Parent may declare and pay dividends or distributions to Holdings, and Holdings may declare and pay dividends or distributions, in each case in cash, ratably with respect to its Equity Interests upon the exercise of stock options and (B) Holdings may repurchase or warrants if such otherwise acquire, for cash, its Equity Interests represent a portion of the exercise price of such options (other than Disqualified Capital Stock or warrants or with the proceeds received preferred equity) from the substantially concurrent issue holders of new its Equity Interests; (dvi) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (iA) at the time no Default or Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect result therefrom and (B) Holdings’ common stock is not listed for trading on a pro forma basisnational exchange at the time of vesting and/or settlement of an Award (as such term in defined in Holdings’ Incentive Plan), then Holdings may withhold the number of shares of common stock otherwise deliverable pursuant to the Award with a fair market value equal to the total income and employment taxes imposed as a result of the vesting and/or settlement of the Award and may make such Restricted Payment if such Restricted Payment were to be made at such time of declaration and tax payment (ii) or may make a payment in the amount thereofof such tax payment to the holder of the Award); and (vii) so long as no Default, when aggregated with all Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, the Obligors or any Restricted Subsidiary may distribute, or make other Restricted Payments made of, Equity Interests in reliance on this clause (j) during Unrestricted Subsidiaries or Permitted Joint Ventures to the term holders of this Agreement, does not exceed 25% of Applicable EBITDAtheir Equity Interests.

Restricted Payments. The Borrower will Each of the Parent and the Company covenants that it shall not, and will shall not permit any Subsidiary to, make any distribution to any holders of its Subsidiaries toCapital Securities, declare purchase or makeredeem any of its Capital Securities, pay any management fees or agree similar fees or expenses to pay any of its equityholders or makeany Affiliate thereof, directly make any redemption, prepayment, defeasance, repurchase or indirectly, any Restricted Payment, exceptother payment in respect of any Intercompany Subordinated Debt or set aside funds for any of the foregoing. Notwithstanding the foregoing: (a) the Borrower Company may make other Restricted Payments with respect reimburse Parent for out-of-pocket costs and expenses incurred by Parent on behalf of or for the benefit of the Company, and for fees charged by Parent to its Equity Interests payable solely the Company, in additional Equity Interestsan aggregate amount not to exceed $4,000,000 during any fiscal year; (b) Subsidiaries subject to the Intercompany Subordination Agreement, the Company may make Restricted Payments ratably with respect to their Equity Interestspayments in kind of scheduled interest on the Intercompany Subordinated Note at the non-default rate of interest set forth in the Intercompany Subordinated Note; (c) any Subsidiary may pay dividends or make other distributions to the Borrower may repurchase Equity Interests upon the exercise of stock options Company or warrants if such Equity Interests represent to a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsDomestic Subsidiary that is a Wholly-Owned Subsidiary and a Guarantor; (d) so long as the Borrower Company files a consolidated income tax return with Parent, the Company may make cash payments in lieu distributions to Parent to permit Parent to pay federal and state income taxes then due and owing; provided that the amount of such distribution shall not be greater, nor the issuance receipt by the Company of fractional Equity Interests in connection tax benefits less, than they would have been had the Company not filed a consolidated return with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the BorrowerParent; (e) the Borrower Company may make, and the Parent may distribute to its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Paymentsshareholders, the Borrower Permitted Parent Dividends and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments other cash distributions to Parent from time to time so long as (i) for the repurchase, retirement no Default or other acquisition or retirement for value Event of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofany such distribution or would result therefrom, (ii) after giving effect to any such distribution (and any Debt incurred to fund such distribution), the Parent is in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A as of the last day of the most recent fiscal quarter for which an Officer’s Certificate of the Parent has been delivered in accordance with paragraph 5A, and (iii) after giving effect to any such distribution, the aggregate amount of all such distributions made following the date of closing shall not exceed Cumulative Available Excess Cash Flow as of the date of such distribution; and (jf) the Borrower Parent may satisfy its obligations in connection with the Warrants and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Underwriting Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Neither Borrower will not, and will not permit nor any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeshall, directly or indirectly, declare or make any Restricted PaymentPayment at any time, except, without duplication: (a) the Borrower or any Restricted Subsidiary may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Intereststhe extent permitted pursuant to Section 2.09(b)(ii); (b) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to Borrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary; (c) any Restricted Subsidiary of Borrower, if such Restricted Subsidiary is not a Wholly Owned Subsidiary, may declare and make Restricted Payments in respect of its Equity Interests to all holders of such Equity Interests generally so long as Borrower or its respective Restricted Subsidiary that owns such Equity Interest or interests in the Person making such Restricted Payments receives at least its proportionate share thereof (based upon its relative ownership of the subject Equity Interests and the terms thereof); (d) Borrower and its Restricted Subsidiaries may (i) make Restricted Payments in connection with the ▇▇▇▇ Group Reorganization and (ii) engage in transactions to the extent permitted by Section 10.04 and Section 10.05; (e) Borrower and its Restricted Subsidiaries may make Restricted Payments ratably in respect of Disqualified Capital Stock issued in compliance with respect to their Equity Intereststhe terms hereof; (cf) the Borrower may repurchase (or make Restricted Payments in respect thereof) common stock or common stock options (including those issued by ▇▇▇▇ Resorts or such other parent entity of Borrower) from present or former officers, directors or employees (or heirs of, estates of or trusts formed by such Persons) of any Company or ▇▇▇▇ Resorts 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 (f) shall not exceed $20.0 million in any fiscal year of Borrower; (g) Borrower and its Restricted Subsidiaries may (i) repurchase (or make Restricted Payments in respect thereof) Equity Interests (including those issued by ▇▇▇▇ Resorts or such other parent entity of Borrower) to the extent deemed to occur upon the exercise of stock options options, warrants or warrants if rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such options or options, warrants or rights in respect thereof and (ii) make payments in respect of (or make Restricted Payments in respect thereof) withholding or similar taxes payable or expected to be payable by any present or former member of management, director, officer, employee, or consultant of Borrower or any of its Subsidiaries or ▇▇▇▇ Resorts or such other parent entity of Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Persons in connection with the proceeds received from the substantially concurrent issue of new Equity Interestsclause (i); (dh) the Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or shares upon the exercise of warrantsoptions or, options warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to ▇▇▇▇ Resorts or such other securities convertible into or exchangeable for Equity Interests in the parent entity of Borrower); (ei) so long as immediately before and after giving effect thereto (A) no Event of Default has occurred and is continuing and (B) the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 2.00:1.00 on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant in an aggregate amount not to and in accordance with stock option plans or other benefit plans for management or employees of exceed (i) the Borrower and its SubsidiariesInitial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (fj) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04issuance of convertible or exchangeable debt; (gk) Borrower and its Restricted Subsidiaries may make Tax Payments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries; (l) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Initial Base Junior Financing Prepayments Amount; (im) for the repurchase, retirement or other acquisition or retirement for value Borrower may pay Allocable Overhead to ▇▇▇▇ Resorts in respect of Equity Interests each Qualifying Project of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (including, without limitation, o) Borrower may on the Closing Date make Restricted Payments in respect of tax withholding order to consummate the Closing Date Refinancing; (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Equity Amount; (q) Borrower may make ordinary course dividends or other similar tax obligation related distributions to the foregoing) ▇▇▇▇ Resorts in an amount not to exceed $15,000,000 1,000.0 million in the aggregate in any fiscal year; provided that with respect to any unused amounts in any fiscal year, the unused amount from such fiscal year may be carried forward to the immediately subsequent two fiscal years; provided further, that during any such subsequent fiscal year, Borrower shall utilize any carried over amount before using the permitted amount for such fiscal year; (hr) so long as (i) immediately before and after giving effect thereto no Event of Default under Section 11.01(b), 11.01(c), 11.01(g), or 11.01(h) has occurred and is continuing and (ii) after giving effect thereto the Consolidated Total Net Leverage Ratio will not exceed 5.50:1.00 calculated on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make other additional Restricted Payments Payments; (s) so long as at the time of making such Restricted Payment (i) immediately before and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Event of Default has occurred and is continuing and (yii) after giving effect thereto Borrower is in compliance with the Net Leverage Ratio is not greater than 2.75 to 1.00; Financial Maintenance Covenant (iregardless of whether then applicable) on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments may be made pursuant in an amount not to this Section 6.07 within sixty days after date of declaration of any exceed the Excess Dividend Amount on such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofdate; and (jt) Borrower and the Restricted Subsidiaries may make payments of amounts necessary to repurchase or retire Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity) to the extent required by any Gaming Authority in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming Authority; provided that, in the case of any such repurchase of Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity), if such efforts do not jeopardize any Gaming License, Borrower or any such Subsidiary will have previously used commercially reasonable efforts to attempt to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority and Borrower was willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority; provided, that (i) during the Financial Covenant Relief Period (x) the Borrower and its Restricted Subsidiaries may will not directly or indirectly, declare, order, make or set apart any other sum for or pay any Restricted Payment pursuant to foregoing Sections 10.06(a), (i), (l), (p), (q), (r) and (s) or with the proceeds of (A) any Indebtedness incurred by the Borrower or its Restricted Subsidiaries in accordance with Section 10.01 on or after the Amendment No. 1 Effective Date or (B) any economic or other financial aid, assistance or stimulus payments received by the Borrower and its Restricted Subsidiaries from any Governmental Authority and (y) notwithstanding the foregoing clause (x), the Borrower and its Restricted Subsidiaries shall be permitted to declare, order, make or set apart any sum or pay Restricted Payments solely with respect to up to 45% of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Relief Period so long as (iA) at the time immediately before and after giving effect thereto no Default or Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise and (B) the Borrower is in compliance with the requirements of Section 10.13 on a Pro Forma Basis after giving effect (on a pro forma basis), thereto pursuant to such Restricted Payment if such Restricted Payment were to be made at such time of declaration this Section 10.06 and (ii) during the amount thereofFinancial Covenant Increase Period, when aggregated with all other the Borrower and its Restricted Subsidiaries shall not declare, order, make or set apart any sum or pay any Restricted Payments made in reliance on this with the first $200.0 million of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Increase Period (inclusive of any amounts divided or distributed to ▇▇▇▇ Group Asia during the Financial Covenant Relief Period that were not utilized by the Borrower and its Restricted Subsidiaries to make Restricted Payments during the Financial Covenant Relief Period pursuant to the foregoing clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAi)(y)).

Restricted Payments. The Borrower Credit Parties will not, and will not permit any of its the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders (all of which shall be referred to as a “Restricted Payment” for purposes of this Section 9.04(a)), except: (ai) the Borrower may make other declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares (or the right to acquire additional shares) of its Equity InterestsInterests (other than Disqualified Capital Stock); (bii) Restricted Subsidiaries of the Borrower may make declare and pay Restricted Payments ratably with respect to their Equity InterestsInterests to its direct parent that is the Borrower or a Subsidiary Guarantor; (ciii) so long as, both before and immediately after giving effect thereto, each of the RP/Investment Conditions is satisfied, the Borrower may repurchase Equity Interests upon the exercise of stock options declare or warrants if such Equity Interests represent a portion of the exercise price of such options make, or warrants agree to pay or make, directly or indirectly, any Restricted Payment, in each case in cash, and with the proceeds received from the substantially concurrent issue of new respect to dividends and distributions, ratably with respect to its Equity Interests; (div) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries;; and (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (gv) the Borrower may make Restricted Payments (i) for with the repurchase, retirement net cash proceeds of a substantially concurrent sale or other acquisition or retirement for value issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower from any future, present (to the extent contributed to the Borrower and other than a sale or former employee, officer, director issuance to a Subsidiary of the Borrower) or manager or consultant of a substantially concurrent cash contribution to the Equity Interests (other than Disqualified Capital Stock) of the Borrower or any Subsidiary upon (to the death, disability, retirement or termination of employment of any such Person or (ii) pursuant extent contributed to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (includingother than a contribution by a Subsidiary of the Borrower); provided, without limitation, in respect that the making of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such a Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty 90 days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Paymentsale, no Default has occurred and is continuing issuance or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were contribution shall be deemed to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAsubstantially concurrent.

Restricted Payments. The Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower will notor any of its Subsidiaries, and will not permit 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 to(collectively, declare or make, or agree to pay or make, directly or indirectly, any “Restricted PaymentPayments”), except: (a) the Borrower may make payments and other Restricted Payments distributions to Holdings (or its designee) contemplated by and in accordance with respect to its Equity Interests payable solely in additional Equity InterestsSection 4.19; (b) Subsidiaries so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make Restricted Payments ratably payments and other distributions to the Sponsor (or its designee) contemplated by and in accordance with respect to their Equity InterestsSection 3.8(b) of the Depositary Agreement; (c) any Subsidiary of the Borrower may repurchase Equity Interests upon make Restricted Payments to the exercise of stock options Borrower or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestsany Subsidiary Guarantor; (d) the Borrower may make cash payments in lieu to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or Project directly incurred by Holdings and other securities convertible into or exchangeable for Equity Interests corporate overhead expenses in the Borrowerordinary course of business not to exceed $1,000,000 in any fiscal year; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and its Subsidiariesamending any Acceptable Sponsor Letter of Credit as contemplated by clause (o) of the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) to the extent constituting Restricted Paymentsso 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 Subsidiaries may enter into transactions expressly 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 by Sections 6.03 and 6.04pursuant to Section 7.5(i)); (g) if no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments (i) for the repurchaseBorrower, retirement or other acquisition or retirement for value in connection with any Specified Asset Disposition, any amount of Equity Interests Net Cash Proceeds in excess of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;Specified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries may make other Restricted Payments so long as at Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) PPA Buyout Prepayment Amount relating thereto (x) no Default has occurred and which, for the avoidance of doubt, is continuing and (y) subject to the application of the Net Leverage Ratio is not greater than 2.75 to 1.00; Cash Proceeds in Section 2.9(a)(iv)(B)). 105 Sunshine (iNational) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this – Credit Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, exceptor incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower or any of its Subsidiaries) to do so, except that: (a) the Borrower each Loan Party may declare and make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsany other Loan Party, and each Subsidiary that is not a Loan Party may declare and make Restricted Payments to any other Subsidiary that is not a Loan Party; (b) Subsidiaries the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments ratably with respect to their payable solely in Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Borrower and any Subsidiary may repurchase make cash dividends, distributions or other Restricted Payments paid on the Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price Borrower or such Subsidiary; provided, for the purpose of this clause (c) that (x) no Default or Event of Default has occurred and is continuing at the time such options dividend, distribution or warrants other Restricted Payment is declared or paid and (y) with respect to distributions by the Borrower, the Loan Parties shall be in compliance at such time on a Pro Forma Basis with the proceeds received from the substantially concurrent issue of new Equity Interestsfinancial covenants set forth in Section 8.11; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the BorrowerPermitted Tax Distributions; (e) (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 Wyoming Co.) (collectively, the “Wyoming Co. Dividend”), and its Subsidiaries (ii) (w) Wyoming may make a one-time Restricted Payments pursuant Payment to and in accordance with stock option plans its equityholders of $91,500,000 on or other benefit plans for management or employees of the Borrower and its Subsidiaries; before July 23, 2013, (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (gx) the Borrower may make a Restricted Payments Payment of all or a portion of the proceeds of such Special Dividend to OCI Holdings and (iy) for OCI Holdings may make a Restricted Payment of all or a portion of the repurchaseproceeds of such Special Dividend to Chemical (which proceeds may subsequently be paid, retirement distributed or other acquisition or retirement for value transferred by Chemical to its direct and/or indirect equityholders) (collectively, the “Special Dividend”); and (f) the Borrower may make a Restricted Payment of the proceeds from the IPO to the holder of Equity Interests of the Borrower from any future(which proceeds may subsequently be paid, present distributed or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any transferred by such Person or (iiholder to its direct and/or indirect equityholders) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty (60) days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and the IPO (j) collectively, the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis“IPO Distribution”), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will Holdings shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, declare declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptPayment except that: (a) each Subsidiary of the Borrower may make other Restricted Payments with 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 to its Equity Interests payable solely in additional Equity Interestsof which such Restricted Payment is being made; (b) Subsidiaries Holdings and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsSecurities of such Person; (c) the Borrower Holdings may repurchase Equity Interests upon the exercise of stock options distribute rights pursuant to any existing shareholder rights plan or warrants if redeem such Equity Interests represent a portion of the exercise price of such options or warrants or rights in accordance with the proceeds received from the substantially concurrent issue terms of new Equity Interestsany such existing shareholder rights plan; (d) the Borrower may make cash Restricted Payments 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 lieu an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the BorrowerHoldings; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans (i) any mandatory or scheduled payment on the First Lien Notes, Subscription Receipts, Senior Secured Notes or other benefit plans for management or employees Subordinated Indebtedness, and (ii) any optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the Borrower or any Subsidiary that is otherwise permitted hereunder, (B) the Senior Secured Notes and its Subsidiaries(C) the First Lien Notes; provided that in the case of this clause (ii) after giving effect thereto the Payment Conditions are satisfied; (f) to the extent Loan Parties may make any payment constituting Restricted Paymentsan Early Retirement of Indebtedness as a result of a refinancing, the Borrower and the Subsidiaries may enter into transactions expressly refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Sections 6.03 and 6.04Section 5.1; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) for the repurchaseto enable Holdings (or its Parent) to redeem or repurchase Equity Securities from officers, retirement directors, employees or other acquisition consultants of Holdings or retirement for value of Equity Interests of the Borrower from any futureits Subsidiaries, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service, in connection with the exercise of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement)stock options, stock option, stock grant or stock ownership plans, incentive plans appreciation rights or other benefit plansequity incentives or equity based incentives, or in each case for futureconnection with the death or disability of such officers, present or former directors, officers, managers employees or employees of consultants; provided that in all such cases the Borrower and its Subsidiaries (including, without limitation, aggregate amount paid in respect of tax withholding all such shares so redeemed or other similar tax obligation related to the foregoing) in an amount repurchased does not to exceed $15,000,000 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; (hi) 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 Borrower case of each of (A) and its Subsidiaries may make (B), other Restricted Payments so long as at the time than cash payments in lieu of making such Restricted Payment fractional shares upon conversion, both immediately prior and immediately after giving effect (including giving effect on a pro forma basis) thereto to any such payment, (x) no Default has or Event of Default shall have occurred and is be continuing or result therefrom and (y) the Net Leverage Ratio is not greater than 2.75 Payment Conditions are satisfied), and (ii) the Borrower may distribute to 1.00Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the foregoing clause (i); (i) Restricted Payments may be made that constitute, or are part of, the Skate Acquisition, including pursuant to this Section 6.07 within sixty days after date any rights offering that is made in connection with such transaction and/or a redemption of declaration such rights; (j) any release of the proceeds thereof and retirement of the Subscription Receipts in accordance with their terms, or any such Restricted Payment if such Restricted Payment was permitted on the date exchange of declaration thereofSubscription Receipts for First Lien Notes; and (jk) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this AgreementAgreement in an aggregate amount not to exceed $10,000,000 plus, does not exceed 25% of Applicable EBITDAso 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 Such Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so except as long as at the time no Event of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect result therefrom, (on a pro forma basisi) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (iii) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (iv) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement and (v) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program; provided, that even if an Event of Default shall have occurred and is continuing, (A) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries so long as, with respect to any such Borrower or its respective Subsidiaries, there is no Credit Exposure of any Lender with respect to such Borrower, and (B) no Subsidiary of any Borrower shall be prohibited from upstreaming dividends or other payments to such Borrower or any Subsidiary of such Borrower or making, in the case of any Subsidiary of such Borrower that is not wholly-owned (directly or indirectly) by such Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by a Borrower to such Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount thereof, when aggregated with of all other Restricted Payments such dividends and payments made to all owners of Equity Interests in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAsuch Subsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except: (ai) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity InterestsInterests (other than Disqualified Capital Stock); (bii) Subsidiaries may make Restricted Payments ratably declare and pay dividends or any other distributions to the Borrower or any Guarantor with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (diii) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests Restricted Payments in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (giv) the Borrower 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; (iv) 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 maintain the organizational existence of Holdings, in 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 repurchaseavoidance of doubt, retirement the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other acquisition than the Borrower and/or its Subsidiaries); (B) to discharge the consolidated, combined, unitary or retirement for value similar U.S. federal, state or local Tax liabilities of Equity Interests Holdings and its subsidiaries when and as due, to the extent such liabilities are directly attributable to the income of the Borrower from and/or any future, present or former employee, officer, director or manager or consultant Subsidiary of the Borrower or any Subsidiary upon Borrower; provided that the death, disability, retirement or termination of employment amount of any such Person payment in respect of any taxable year does not exceed 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; (iiC) pursuant to pay audit and in accordance 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 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 any agreement the provisions of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended; and (including any employment agreement)F) to pay reasonable and customary salary, stock optionbonus, stock grant or stock ownership plans, incentive plans or severance and other benefit plans, in each case for future, present benefits payable to current or former directors, officers, managers members of management, managers, employees or employees 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 (including, without limitationSubsidiaries, in respect the case of tax withholding or other similar tax obligation related to each of the foregoingforegoing clauses (A) in an amount not to exceed $15,000,000 in any fiscal year; through (h) the Borrower and its Subsidiaries may make other Restricted Payments F), so long as at Holdings applies the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration amount of any such Restricted Payment if for such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDApurpose.

Restricted Payments. The Borrower will shall not, and will shall not permit any of its Material Subsidiaries to, declare declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) so long as no Default or Event of Default is continuing or would be caused thereby and the Net Leverage Ratio as at the most recently completed Rolling Period was equal to or less than 3.50:1.00, the Borrower may pay dividends in respect of its Equity Securities and may purchase its Equity Securities pursuant to any normal course issuer bid or restricted share unit plan effected in accordance with applicable Laws; (b) a Subsidiary Guarantor may declare and pay dividends or make other Restricted Payments a return of capital with respect to its Equity Interests payable solely Securities, in additional Equity Interests; each case to any other Credit Party or a Restricted Intermediary Shareholder, provided that (bexcept in the case of any payment of cash dividends by a Subsidiary Guarantor to another Credit Party or a Restricted Intermediary Shareholder) Subsidiaries the Administrative Agent shall have received such confirmations, supplements, amendments and other documents, instruments or opinions, and the Credit Parties shall have taken such other actions, as may make Restricted Payments ratably with respect be required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in order to their Equity Interestsconfirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to the Security Documents following the payment of such dividend or such return of capital; (c) any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor may make a return of capital with respect to its Equity Securities to the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion any other Wholly-Owned Subsidiary of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsBorrower; (d) any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor may pay dividends with respect to its Equity Securities to the Borrower may make cash payments in lieu or any other Wholly-Owned Subsidiary of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) any Material Subsidiary that is not a Wholly-Owned Subsidiary may make a return of capital to its shareholders, members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Securities in the Subsidiary making such return of capital receives, or is entitled to receive, at least its proportionate share thereof (based upon its relative holding of the Equity Securities in the Subsidiary in respect of which such return of capital is being made and taking into account the relative preferences, if any, of the various classes of Equity Securities of such Subsidiary); (f) any Material Subsidiary that is not a Wholly-Owned Subsidiary may pay dividends to its shareholders, members or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Securities in the Subsidiary paying such dividends receives, or is entitled to receive, at least its proportionate share thereof (based upon its relative holding of the Equity Securities in the Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of Equity Securities of such Subsidiary); (g) the Borrower and its Material Subsidiaries may make Restricted Payments payments pursuant to and in accordance with stock option plans, profit sharing plans or other benefit plans for its management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal yearemployees; (h) the Borrower may pay reasonable and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment customary fees and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 expenses to 1.00independent directors; (i) a Subsidiary Guarantor may redeem any of its Equity Securities held by any other Credit Party or a Restricted Payments Intermediary Shareholder provided that after giving effect to such redemption, the Borrower continues to own, directly or indirectly, all of the remaining Equity Securities of such Subsidiary Guarantor and that the Administrative Agent shall have received such confirmations, supplements, amendments and other documents, instruments or opinions, and the Credit Parties shall have taken such other actions, as may be made required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in order to confirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to this Section 6.07 within sixty days after date of declaration of any the Security Documents following such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofredemption; and (j) the Borrower and its Subsidiaries or any Material Subsidiary may make any other Restricted Payment so long as (i) at the time payments of the declaration principal of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (interest on a pro forma basisIndebtedness permitted pursuant to Section 6.1(1)(d), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) (i) each Subsidiary may make Restricted Payments to the Borrower and any Subsidiary that owns an Equity Interest in such Subsidiary, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, each Subsidiary may make other Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made and (iii) for so long as such Subsidiary is a member of a group filing a consolidated, combined or unitary return with respect the Borrower, such Subsidiary may make Restricted Payments to its the Borrower and any other holder of direct Equity Interests of such Subsidiary permitted hereunder in order to pay consolidated, combined or unitary federal, state or local taxes which payments by such Subsidiary are not in excess of the tax liabilities that would have been payable solely in additional Equity Interestsby such Subsidiary and its Subsidiaries on a stand-alone basis; (b) Subsidiaries the Borrower and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower and each Subsidiary may repurchase purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity InterestsInterests or Indebtedness permitted pursuant to Section 6.03(f); (d) each Immaterial Subsidiary may make Restricted Payments to any Loan Party or another Immaterial Subsidiary; (e) the Borrower or any of its Subsidiaries may purchase (i) Equity Interests in any Loan Party or options with respect to Equity Interests in any Loan Party held by directors, employees or management of the Borrower or any of its Subsidiaries (or their estates or authorized representatives) in connection with the death, disability or termination of employment of any such directors, employees or management and (ii) Equity Interests in any Loan Party for the purpose of holding such Equity Interest for future issuance under an employee stock plan; provided that the aggregate amount of all such payments made under clauses (i) and (ii) after the Closing Date do not exceed $25,000,000 in any fiscal year and $50,000,000 in the aggregate; provided, further, that any such amount permitted to have been made but not made in the preceding fiscal years may be carried over and used in any subsequent fiscal year; (f) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, the Borrower and each Subsidiary may declare and make dividend payments or repurchase Equity Interests of the Borrower in an aggregate amount not to exceed $50,000,000 per fiscal year; (g) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, the Borrower may make, during the period from the Closing Date to the latest Termination Date, other Restricted Payments in an aggregate amount not to exceed (i) $150,000,000 per fiscal year for fiscal 2013 and 2014 and (ii) $125,000,000 per fiscal year for each fiscal year thereafter; (h) the Borrower may make other Restricted Payments in an aggregate amount that, when aggregated with the Investments made under Section 6.02(n), in each case during the period from the Closing Date to the latest Termination Date, shall not exceed $10,000,000; (i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and any of its Subsidiaries may repurchase Equity Interests of a Subsidiary from any Person other than the Borrower and its Subsidiaries so long as the resulting Investment would otherwise be permitted under Section 6.02; (j) the Borrower may make Restricted Payments in connection with the simultaneous exercise by officers, directors and employees of warrants, options and similar instruments, and other Restricted Payments in connection with employee compensation plans (including without limitation in connection with taxes paid or payable upon vesting of restricted shares); (k) the Borrower may make Restricted Payments in an amount equal to the original principal amount of the Term Advances; (l) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (m) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities; (n) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (o) the Borrower or any Subsidiary may make cash payments in lieu of the issuance of fractional Equity Interests shares in connection with the conversion of any dividend, split Equity Interests or combination thereof or make cash settlement payments upon the exercise of warrants to purchase its Equity Interest or “net share settle” warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (ep) the Borrower and its Subsidiaries may make Restricted Payments payments or distributions to dissenting stockholders pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariesapplicable law; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (gq) the Borrower may make enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; and (r) additional Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an aggregate amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time sum of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and Cumulative Equity Amount plus (ii) the an amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (jwhich may not be negative) during the term of this Agreement, does not exceed 25equal to 50% of Applicable EBITDAthe cumulative Excess Cash Flow for all fiscal years (commencing with the fiscal year ending December 31, 2014 and ending with the most recently completed fiscal year).

Restricted Payments. The Borrower will not, and nor will not it permit any Subsidiary to, make any Restricted Payment (other than dividends payable in its own capital stock) except that, 6.10.1 Any Subsidiary may declare and pay dividends or make distributions (i) payable solely in its capital stock to the direct or indirect holders of its Subsidiaries tocapital stock or (ii) payable in dividends and distributions to the Borrower or to a Subsidiary that is a Guarantor (and if such Subsidiary has shareholders other than the Borrower or a Subsidiary that is a Guarantor, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:its shareholders on a pro rata basis). (a) the 6.10.2 The Borrower may make other Restricted Payments pursuant to stock incentive or award plans approved by its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests;shares of its capital stock (or warrants, options, or other rights to acquire additional shares of its capital stock). (b) 6.10.4 The Borrower and its Subsidiaries may make Restricted Payments ratably with respect repurchases of capital stock deemed to their Equity Interests; (c) the Borrower may repurchase Equity Interests occur upon the exercise of stock options or warrants if such Equity Interests represent capital stock represents a portion of the exercise price of such options options, and repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or warrants repurchases of shares issued to third parties to the extent necessary to satisfy any licensing requirements under applicable law with respect to the Borrower’s or with the proceeds received from the substantially concurrent issue any of new Equity Interests;its Subsidiaries’ businesses. (d) the 6.10.5 The Borrower may make cash payments in lieu of the issuance of fractional Equity Interests shares in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in capital stock of the Borrower;; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. (e) 6.10.6 The Borrower may purchase, acquire, transfer or issue the Borrower’s capital stock and make any required cash payments or deliveries of property under or in connection with the Existing Convertible Note Transactions or the Replacement Convertible Note Offering. 6.10.7 The Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Paymentsany purchase, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any futureshares of, present or former employeeoptions to purchase shares of, officer, director or manager or consultant capital stock of the Borrower or any Subsidiary upon of its Subsidiaries from employees, former employees, directors or former directors of the deathBorrower or any of its Subsidiaries (or permitted transferees of such employees, disabilityformer employees, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present directors or former directors), officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related pursuant to the foregoingterms of agreements (including employment agreements) in an or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such capital stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not to exceed $15,000,000 2,000,000 in any fiscal calendar year;. (h) the 6.10.8 The Borrower and its Subsidiaries may make other any Restricted Payments Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) aggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment if such Restricted Payment was permitted on may be made by or to a Rabbi Trust or Rabbi Trust Subsidiary. 6.10.10 So long as no Event of Default or Unmatured Event of Default exists at the date of declaration thereof; and time thereof or would result therefrom (j) after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its Subsidiaries may capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that so long as no Event of Default has occurred and is continuing: (a) the Borrower each Subsidiary may declare and make other Restricted Payments with respect to its Persons that own Equity Interests payable solely in additional such Subsidiary, ratably according to their respective holdings of the type of Equity InterestsInterest in respect of which such Restricted Payment is being made; (b) Subsidiaries the Parent Borrower and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in common Equity InterestsInterests of such Person; (c) the Parent Borrower may repurchase declare and make dividend payments and may issue and make redemptions of stock or other ownership interests in accordance with stock option, employee incentive or similar plans for employees, directors or officers of the Parent Borrower; (d) the Parent Borrower may make (A) any payment of premium to a counterparty under a Permitted Bond Hedge Transaction, (B) any payment in connection with a Permitted Warrant Transaction (x) by delivery of shares of the Parent Borrower’s common stock upon net share settlement thereof or (y) by set-off and/or payment of an early termination payment or similar payment thereunder in the Parent Borrower’s common stock upon any early termination thereof; (e) the Parent Borrower may issue shares of its common stock to satisfy obligations in respect of Permitted Convertible Notes; (f) the Parent Borrower may receive shares of its common stock on account of net share settlements or terminations of any Permitted Bond Hedge Transactions or Permitted Warrant Transactions entered into in connection with Permitted Convertible Notes; (g) the Parent Borrower may declare and make other Restricted Payments, including in connection with Permitted Acquisitions, provided that each of the Standard Conditions shall be satisfied; and (h) the Parent Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Neither the Company nor the Borrower will notshall, and will shall not permit any of its their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Company, the Borrower and their respective Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower may make pay cash dividends to the QRS Subsidiary and other Restricted Payments holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the QRS Subsidiary and the Company to distribute, and the QRS Subsidiary and the Company may so distribute, cash dividends to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Company to remain in compliance with Section 3.14 or (ii) 95.0% of Funds From Operation; (b) Subsidiaries the Borrower may make Restricted Payments ratably with respect pay cash dividends to their Equity Intereststhe QRS Subsidiary and other holders of partnership interests in the Borrower to the extent necessary to permit the QRS Subsidiary and the Company to make, and the QRS Subsidiary and the Company may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Company, the Borrower or any Subsidiary of the Company or the Borrower may repurchase acquire the Equity Interests upon of a Subsidiary that is not a wholly owned Subsidiary to the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestsextent otherwise permitted herein; (d) the Borrower a Subsidiary that is not a wholly owned Subsidiary may make cash payments in lieu distributions to holders of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrowerissued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or any other benefit plans for management or employees of the Borrower and its SubsidiariesSubsidiary; (f) to the extent constituting Restricted Payments, the Borrower and may redeem or repurchase its exchangeable senior notes issued under that certain Indenture Agreement dated as of October 24, 2006, as in effect on the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04date hereof; (g) the Company may acquire limited partnership interests in the Borrower may make Restricted Payments (i) in exchange for the repurchase, retirement cash or other acquisition or retirement for value of Equity Interests common stock of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;Company; and (h) the Company or the Borrower and its Subsidiaries may make other Restricted Payments so long as at open market purchases of the time issued and outstanding common stock of the Company or the limited partnership interests in the Borrower (and the Borrower may make distributions to the Company for the purpose of making such Restricted Payment the purchases permitted by this clause). Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and immediately after giving effect make cash distributions to the QRS Subsidiary and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the QRS Subsidiary and the Company to distribute, and the QRS Subsidiary and the Company may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Company to remain in compliance with Section 3.14. If a Default or Event of Default specified in Article VII clauses (including giving effect on a pro forma basisa), (b), (h) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; or (i) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Article VII, neither the Company nor the Borrower shall, and shall not permit any Subsidiary to, make any Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on Person other than to the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDABorrower.

Restricted Payments. (a) The Borrower will not, shall not and will shall not permit any of its the Restricted Subsidiaries to, to declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (ai) the Borrower and each Restricted Subsidiary may make declare and pay dividends or other Restricted Payments with respect to its Equity Interests distributions payable solely in additional Equity the common partnership interests, common stock, or other common equity interests of the Borrower or such Restricted Subsidiary, provided that Borrower’s interest in such Restricted Subsidiary is not diminished thereby (other than Disqualified Interests); (bii) Subsidiaries each Subsidiary may make Restricted Payments ratably with respect to the Borrower and to wholly-owned Restricted Subsidiaries that are Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any such Subsidiary and also to each other owner of capital stock or other Equity Interests of the payor Subsidy on a pro rata basis based on their Equity Interestsrelative ownership interests); (ciii) the Borrower and each Restricted Subsidiary that is a Guarantor may repurchase Equity Interests upon the exercise purchase, redeem or otherwise acquire shares of its common stock options or warrants if such Equity Interests represent a portion of the exercise price of such options other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new Equity shares of its common stock or other common equity interests (other than Disqualified Interests;); and (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (eiv) the Borrower and its Subsidiaries each Restricted Subsidiary may declare and make Restricted Payments pursuant in addition to those listed above if, both before and in accordance with stock option plans or other benefit plans for management or employees after the declaration and the making thereof, all of the following conditions are satisfied: (A) The representations and warranties of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted PaymentsGeneral Partner contained in Article V or any other Loan Document, the Borrower or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 correct in all material respects on and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests as of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred except to the extent that such representations and is continuing or would arise after giving effect warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 7.09, the representations and warranties contained in subsections (on a pro forma basisa) and 068800 000057 DALLAS 1872243.4 (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), to such Restricted Payment if such Restricted Payment were to be made at such time respectively, of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASection 6.01.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests; shares of its common stock, (b) Restricted Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management directors, management, employees or employees consultants of the Borrower and its Restricted Subsidiaries; , (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (gd) the Borrower may make Restricted Payments (i) for to LMC or its subsidiaries to the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant extent necessary to pay principal and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, interest when due in respect of tax withholding or other similar tax obligation related the Indebtedness of LMC and its subsidiaries allocated to the foregoing) in an amount not to exceed $15,000,000 in Liberty Media Interactive tracking stock or any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately comparable successor thereto, provided that after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 effect to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has shall have occurred and is continuing be continuing, and (e) the Borrower may make Restricted Payments to LMC or would arise its subsidiaries to pay any taxes that are due and payable by the Borrower and its Restricted Subsidiaries to LMC or its subsidiaries in accordance with the tax liability allocation and indemnification agreement between the Borrower and LMC. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving effect (on a pro forma basis), effect to such Restricted Payment if such Restricted Payment were to Payment, (i) no Default shall have occurred and be made at such time of declaration continuing and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAConsolidated Leverage Ratio shall be less than or equal to 3.25 to 1.00.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries 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, exceptor incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) the Borrower each Subsidiary may declare and make other Restricted Payments with respect to its Persons that own Equity Interests payable solely in additional such Subsidiary, ratably according to their respective holdings of the type of Equity InterestsInterest in respect of which such Restricted Payment is being made; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu distributions to the Trust to permit the Trust to satisfy expenses of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant Trust that relate to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (fc) to the extent constituting Restricted Paymentsthe Borrower remains a pass-through entity, the Borrower may make distributions to the Trust to permit the Trust to pay federal and state income taxes then due and owing by the Trust that are attributable to the Trust’s ownership of Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the amount 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 the Portfolio Companies may pay Management Fees to the Manager, and reimburse the Manager for its reasonable expenses incurred in connection with its management of the 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 its 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) Subsidiaries may enter into transactions expressly permitted pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by Sections 6.03 the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and 6.04by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) for no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the repurchase, retirement or other acquisition or retirement for value first day of Equity Interests the then most recently ended twelve-month period of the Borrower from any futurefor which a Compliance Certificate has been delivered hereunder, present or former employeethe Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), officer, director or manager or consultant 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 any Subsidiary upon the deathis subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, disability, retirement or termination of employment of any such Person or (iiB) pursuant to and the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of such Restricted Payment by the Borrower and its Subsidiaries (includingall other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, without limitation, in respect of tax withholding or other similar tax obligation related is greater than 1.00 to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year1.00; (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 Subsidiaries may make other Restricted Payments so long as at the time of making preferred stock substantially concurrently with such Restricted Payment sale or issuance and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00contributions; (i) Restricted Payments 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 pursuant 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 this Section 6.07 within sixty days such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after date of declaration giving effect to such to such proposed purchase or redemption and the incurrence of any such Restricted Payment if such Restricted Payment was permitted 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 date last day of declaration 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 (jk) the Borrower and its Subsidiaries each Subsidiary may declare and make any dividend payments or other Restricted Payment so long as (i) at the time of the declaration distributions payable solely in common Equity Interests of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAPerson.

Restricted Payments. The Borrower will Trust shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower Operating Partnership may make cash distributions to the Trust and other Restricted Payments holders of partnership interests in the Operating Partnership with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or (ii) 90.0% of Funds From Operation; (b) Subsidiaries the Trust may make Restricted Payments ratably with respect cash distributions to their Equity Interestsits shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsSubsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Borrower Operating Partnership) that is not a Wholly Owned Subsidiary may make cash payments in lieu distributions to holders of the issuance of fractional Equity Interests in connection with issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any dividend, split or combination thereof other Subsidiary; and (f) An Operating Partnership or the exercise of warrantsTrust, options or other securities convertible into or exchangeable as applicable, may exchange Equity Interest in such Operating Partnership for Equity Interests in the Borrower; (e) Trust. Notwithstanding the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) foregoing, but subject to the extent constituting Restricted Paymentsfollowing sentence, if a Default or Event of Default exists, the Borrower Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Subsidiaries Trust may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) distribute to its shareholders such cash distributions received from the Borrower may make Restricted Payments (i) for the repurchaseOperating Partnership, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from during any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) fiscal year in an aggregate amount not to exceed $15,000,000 the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any fiscal year; (h) other Event of Default any of the Borrower Obligations have been accelerated pursuant to Section 10.2.(a), the Trust shall not, and its Subsidiaries may shall not permit any Subsidiary to, make other any Restricted Payments so long as at to any Person other than to the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of Trust or any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASubsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except: (a) the Borrower may make other Restricted Payments declare and pay dividends and distributions with respect to its Equity Interests payable solely in additional shares of its Equity InterestsInterests (other than Disqualified Capital Stock); (b) Subsidiaries may make Restricted Payments declare and pay dividends to other Loan Parties ratably with respect to their Equity Interests; (c) the Borrower and each Subsidiary may repurchase purchase, redeem or otherwise acquire its common or subordinated Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new common or subordinated Equity Interests; (d) the Borrower may make declare and pay quarterly cash payments in lieu distributions of Available Cash to the issuance holders of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower in accordance with the Borrower’s Organization Documents; provided, that no Default exists at the time of or after giving effect to such Restricted Payment; (e) substantially contemporaneously with the consummation of the Specified Transactions on the Closing Date, the Borrower may declare and its Subsidiaries pay Restricted Payments to the extent required pursuant to the Contribution Agreement; (f) the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option long-term incentive plans or other benefit plans or arrangements for management directors, management, employees or employees consultants of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of to redeem its Equity Interests of that are held at such time by “Ineligible Holders” (as defined in the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (iiPartnership Agreement) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees Section 4.10 of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal yearPartnership Agreement; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing continuing, (i) the Borrower may repurchase, redeem or otherwise acquire any Equity Interests of the Borrower held by any current or former officer, director, consultant, or employee of the Borrower, the Subsidiaries and the General Partner pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and (yii) to the Net Leverage Ratio is extent such payments are deemed to be Restricted Payments, the Borrower may make payments under stock appreciation rights, phantom stock or other similar cash settled interests issued under the Borrower’s long term incentive program; provided that the aggregate Restricted Payments made under this clause (h) shall not greater than 2.75 to 1.00;exceed $3,000,000 during any fiscal year; and (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date payments of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Paymentcash, no Default has occurred and is continuing dividends, distributions, advances or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made by the Borrower to allow the payment of cash in reliance on this clause (j) during lieu of the term issuance of this Agreement, does not exceed 25% fractional units upon the exercise of Applicable EBITDAoptions or warrants.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests Interests, make any other Restricted Payments, payable solely in additional Equity Interests; shares of its common stock, (b) Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; , (fd) so long as, at the time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the extent constituting Restricted Paymentsincurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and 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 the its Subsidiaries may enter into transactions expressly permitted by Sections 6.03 make other Restricted Payments, (e) so long as no Default or Event of Default has occurred and 6.04; is continuing or would arise after giving effect (gincluding pro forma effect) thereto the Borrower and any Subsidiaries may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of 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 any future, present or former employeeofficers, officer, director directors or manager or consultant employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of any such Person officer, director or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plansemployee, in each case for future, present or former directors, officers, managers or employees an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoingg) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date or Event of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a including pro forma basis)effect) thereto, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration the Borrower and (ii) the amount thereof, when aggregated with all any Subsidiaries may make other Restricted Payments made in reliance on this clause (j) during an aggregate amount not exceeding $15,000,000 in any fiscal year of the term of this Agreement, does not exceed 25% of Applicable EBITDABorrower.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower each Subsidiary may make other Restricted Payments with respect to its Persons that own Equity Interests payable solely in additional such Subsidiary, ratably according to their respective holdings of the type of Equity InterestsInterest in respect of which such Restricted Payment is being made; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make non-cash Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or employees other eligible service providers of the Borrower and its SubsidiariesSubsidiaries or in connection with the Demandware Acquisition or a Permitted Acquisition involving the issuance of Equity Interests of the Borrower to its employees or other eligible service providers outside of a stock option or benefit plan that are subject to vesting and forfeiture conditions; (c) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (d) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (e) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests (other than Disqualified Stock); (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may make Restricted Payments (i) for pay withholding taxes in connection with the repurchase, retirement or other acquisition or retirement for value retention of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership equity-based compensation plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (i) the Borrower or any Subsidiary may pay cash in lieu of fractional shares in connection with the conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its Equity Interests or “net share settle” warrants; (j) the Borrower may make payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (l) the Borrower may make distributions or dividends consisting of products and/or services or other assets of the Borrower, either directly or through distributions or dividends consisting of all or a portion of the Equity Interests of Subsidiaries (other than Material Subsidiaries), that the Borrower has reasonably determined, in good faith, are not material to the operations or financial condition of the Borrower and its Subsidiaries taken as a whole, the fair market value (as reasonably determined by the Borrower) of all such distributions and dividends under this clause (l) in any fiscal year of the Borrower not to exceed $75,000,000 in the aggregate taken together with (but without duplication of) all Dispositions made in reliance on clause (l) of the definition of “Permitted Transfers” in such fiscal year; (m) so long as no Default exists immediately prior and after giving effect thereto, the Borrower may make other Restricted Payments so long as at in an aggregate amount during any fiscal year of the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is Borrower not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofexceed $65,000,000; and (jn) the Borrower and its Subsidiaries may make any other Restricted Payment so long as as, prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis)continuing, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereofConsolidated Leverage Ratio, when aggregated calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b), is less than or equal to 3.00 to 1.00, and (iii) the Loan Parties are otherwise in compliance with all other Restricted Payments made the financial covenants set forth in reliance Section 9.10, calculated on this clause a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAb).

Restricted Payments. The Borrower will not, and nor will not it permit any Subsidiary to, make any Restricted Payment (other than dividends payable in its own capital stock) except that, 6.10.1 Any Subsidiary may declare and pay dividends or make distributions (i) payable solely in its capital stock to the direct or indirect holders of its Subsidiaries tocapital stock or (ii) payable in dividends and distributions to the Borrower or to a Subsidiary that is a Guarantor (and if such Subsidiary has shareholders other than the Borrower or a Subsidiary that is a Guarantor, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:its shareholders on a pro rata basis). (a) the 6.10.2 The Borrower may make other Restricted Payments pursuant to stock incentive or award plans approved by its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests;shares of its capital stock (or warrants, options, or other rights to acquire additional shares of its capital stock). (b) 6.10.4 The Borrower and its Subsidiaries may make Restricted Payments ratably with respect repurchases of capital stock deemed to their Equity Interests; (c) the Borrower may repurchase Equity Interests occur upon the exercise of stock options or warrants if such Equity Interests represent capital stock represents a portion of the exercise price of such options options, and repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or warrants repurchases of shares issued to third parties to the extent necessary to satisfy any licensing requirements under applicable law with respect to the Borrower’s or with the proceeds received from the substantially concurrent issue any of new Equity Interests;its Subsidiaries’ businesses. (d) the 6.10.5 The Borrower may make cash payments in lieu of the issuance of fractional Equity Interests shares in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in capital stock of the Borrower;; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. (e) the 6.10.6 [Reserved.] 6.10.7 The Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Paymentsany purchase, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any futureshares of, present or former employeeoptions to purchase shares of, officer, director or manager or consultant capital stock of the Borrower or any Subsidiary upon of its Subsidiaries from employees, former employees, directors or former directors of the deathBorrower or any of its Subsidiaries (or permitted transferees of such employees, disabilityformer employees, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present directors or former directors), officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related pursuant to the foregoingterms of agreements (including employment agreements) in an or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such capital stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not to exceed $15,000,000 10,000,000 in any fiscal year;the aggregate. (h) the 6.10.8 The Borrower and its Subsidiaries may make other any Restricted Payments Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) aggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment if such Restricted Payment was permitted on may be made by or to a Rabbi Trust or Rabbi Trust Subsidiary. 6.10.10 So long as no Event of Default or Unmatured Event of Default exists at the date of declaration thereof; and time thereof or would result therefrom (j) after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its Subsidiaries may capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The With respect to the Borrower will not, and will not permit any of its Subsidiaries toSubsidiaries, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, or issue or sell any of their respective Equity Interests, except that: (a) each Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may declare and make other Restricted Payments dividend payments in cash with respect to its any class of Equity Interests payable solely in additional of such Subsidiary to the then holders of such Equity InterestsInterests ratably according to their respective holdings; (b) the Borrower and each of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each of Discovery’s Subsidiaries) may declare and make Restricted Payments dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to the then holders of such Equity Interests ratably with respect according to their Equity Interestsrespective holdings; (c) solely upon and after the consummation of the Combination Transactions, the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may declare and make cash dividend payments in lieu cash to Discovery (directly or through any Subsidiary of the issuance of fractional Equity Interests Discovery) in connection with an aggregate amount for any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; period not greater than an amount sufficient to permit Discovery to (ei) the Borrower and its Subsidiaries may make Restricted Payments payments pursuant to and in accordance with stock option plans or other benefit management plans for management or employees of Discovery, the Borrower and its SubsidiariesSubsidiaries during such period, (ii) pay any Taxes of Discovery, the Borrower and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of Discovery’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay ordinary course overhead expenses of Discovery (including administrative, legal, accounting and similar expenses payable to third parties), (v) pay customary third party advisor fees and expenses owed by Discovery in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by Discovery with respect to its officers and directors in the ordinary course of its business and (vii) pay customary and reasonable indemnification claims made by directors and officers of Discovery; (d) the Borrower and each of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may issue and sell their respective Equity Interests and may make Restricted Payments not otherwise permitted by this Section 7.06; provided that no Designated Default or any other Event of Default shall then exist and no Event of Default would result from such issuance and sale or such Restricted Payment, as the case may be, giving Pro Forma Effect to such issuance and sale or such Restricted Payment; (e) the Borrower may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such issuance and sale; and (ii) the Borrower may issue and sell its Equity Interest in connection with grants of such securities and stock options with respect to such securities pursuant to employment, benefit plans, service and severance arrangements with current and former officers, directors, consultants, advisors and employees of the Borrower or any Subsidiary of the Borrower, as determined in good faith by the board of directors or senior management of the Borrower or such Subsidiary, as applicable; (f) the Borrower or any of its Subsidiaries may make Restricted Payments pursuant to or in connection with the extent constituting Restricted PaymentsTransactions (including, for the avoidance of doubt, the Borrower Cash Distribution and any other Restricted Payments permitted under the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04Transaction Agreements); (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (includingand, without limitationsolely upon and after the consummation of the Combination Transactions, in respect any Subsidiary of tax withholding or other similar tax obligation related to the foregoingDiscovery) in an amount not to exceed $15,000,000 in may make any fiscal yearRestricted Payment as part of a Permitted Securitization Financing; (h) prior to the consummation of the Combination Transactions, the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time or any of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests Interests, make any other Restricted Payments, payable solely in additional Equity Interests; shares of its common stock, (b) Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to their Equity Interests; , (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; , (fd) so long as, at the time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the extent constituting Restricted Paymentsincurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and 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 the its Subsidiaries may enter into transactions expressly permitted by Sections 6.03 make other Restricted Payments, (e) so long as no Default or Event of Default has occurred and 6.04; is continuing or would arise after giving effect (gincluding pro forma effect) thereto the Borrower and any Subsidiaries may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of 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 any future, present or former employeeofficers, officer, director directors or manager or consultant employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of any such Person officer, director or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plansemployee, in each case for future, present or former directors, officers, managers or employees an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoingg) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date or Event of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a including pro forma basis)effect) thereto, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration the Borrower and (ii) the amount thereof, when aggregated with all any Subsidiaries may make other Restricted Payments made in reliance on this clause (j) during an aggregate amount not exceeding $15,000,000 in any fiscal year of the term of this Agreement, does not exceed 25% of Applicable EBITDABorrower.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that, so long as no Default or Event of Default exists or would result therefrom: (a) the Borrower may make other Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional units or shares of its Equity InterestsInterests (other than Disqualified Capital Stock); (b) Subsidiaries of the Borrower may make Restricted Payments declare and pay dividends to Loan Parties ratably with respect to the ownership of their Equity Interests; (c) the Borrower may repurchase Equity Interests upon make a distribution to Parent on any Tax Distribution Date equal to the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsTax Distribution Amount; (d) Vista Sand and the Borrower may make cash payments in lieu consummate the Proppants To Go Distribution on the Effective Date; provided that, prior to the effectiveness of the issuance Proppants To Go Distribution, the Borrower shall have delivered to the Administrative Agent a certificate of fractional Equity Interests a Responsible Officer certifying that Proppants To Go owns no Property other than a U.S. Department of Transportation license number described in connection with any dividend, split or combination thereof or such certificate and the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in right to use the Borrowername “Proppants To Go”; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant distributions on the Effective Date necessary to and in accordance with stock option plans or other benefit plans for management or employees of consummate the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Specified Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) Transactions in an amount not to exceed $15,000,000 in any fiscal year;85,000,000; and (hf) the Borrower 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 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 may make other Restricted Payments so long pursuant to that certain Management Services Agreement, dated as at the time of making such Restricted Payment May 1, 2017, among GBH Properties LLC, Parent and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (yii) the Net Leverage Ratio is not greater than 2.75 M&J Partnership, Ltd., a Texas limited partnership on account of services provided to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date and on behalf of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), pursuant to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this that certain Management Services Agreement, does not exceed 25% dated as of Applicable EBITDAMay 1, 2017, among M&J Partnership, Ltd., Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.

Restricted Payments. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower may make that are Guarantors 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 which such Restricted Payments with respect to its Equity Interests payable solely in additional Equity InterestsPayment is being made; (b) Subsidiaries the Borrower and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options distribute rights pursuant to any existing shareholder rights plan or warrants if redeem such Equity Interests represent a portion of the exercise price of such options or warrants or rights in accordance with the proceeds received from the substantially concurrent issue terms of new Equity Interestsany such existing shareholder rights plan; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments in connection with or pursuant to and in accordance with stock option any of its employee benefits plans or other benefit plans for management in connection with the employment, termination or employees compensation of its employees, officers, directors or consultants, including any repurchase or retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation arrangements; (e) the Borrower may make non-cash repurchases of Equity Interests that are deemed to occur upon exercise of stock options if the proceeds of such repurchases are deemed to represent a portion of the Borrower and its Subsidiariesexercise price of such options; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversion of convertible securities; (g) the Borrower may make Restricted Payments (i) for any payment at the repurchasematurity of, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination payment constituting an Early Retirement of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal yearPublic Indebtedness; (h) the Borrower may (i) declare and pay cash dividends to its Subsidiaries may make other stockholders and (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued by it, if (A) such declaration and payment would be permitted under Section 3.4 of the Senior Secured Notes Indenture were the same to be treated as a “Restricted Payments so long Payment” (as at defined in the time of making such Restricted Payment Senior Secured Notes Indenture), and immediately (B) after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) thereto, the Net Leverage Ratio is Borrower would not greater than 2.75 to 1.00;be in Default; and (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any payment required under the Senior Secured Notes (or any other Restricted Payment so long as (iIndebtedness permitted under Section 7.02(k)) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAupon an asset disposition.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, Payment or incur any obligation (contingent or otherwise) to do so except: (a) the Borrower a Subsidiary of a Loan Party may make other Restricted Payments declare and pay dividends ratably with respect to its Equity Interests payable solely in additional such Subsidiary’s Equity Interests; (b) Subsidiaries Borrowers and other Loan Parties may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with Payments, not exceeding $2,000,000 during any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments Fiscal Year pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its SubsidiariesBorrowers; (fc) Borrowers may make any “net down payments” involving the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any employee in connection with vesting of equity awards, in order to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04satisfy any tax withholding obligations; (gd) the Borrower Borrowers may make Restricted Payments (i) pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from Borrowers held by any future, present or former employee, officer, director or director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower foregoing) of such Loan Party or make Restricted Payments in the form of distributions to allow the Borrowers to pay principal or interest on promissory notes that were issued to any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directorsemployee, officersofficer, managers director, manager or employees consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower foregoing) of such Borrowers in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests of the Borrowers held by such Persons; provided that the aggregate amount of Restricted Payments pursuant to this clause (d) shall not exceed $1,000,000; (e) So long as there exists no Default or Event of Default, Borrowers may pay dividends or make distributions to its shareholders or members, as applicable, in an aggregate amount not greater than the amount necessary for such shareholders or members to pay their actual state and its Subsidiaries (including, without limitation, United States federal income tax liabilities in respect of tax withholding income earned by Loan Parties after deducting any unused prior losses; (f) Borrowers may pay management fees pursuant to the Management Services Agreement as long as no Default or Event of Default exists or would result therefrom and Borrowers have cash, Cash Equivalents and/or unused availability under the Revolving Credit Facility of at least $20,000,000 in the aggregate after giving effect to such payment; (g) Borrowers may declare and make dividend payments or other similar tax obligation related to Restricted Payments payable solely in the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;form of common Equity Interests of such Person; and (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries Borrowers may make any other Restricted Payment so long as Payments, provided, that (i) at the time when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (ii) after giving effect to the declaration making of such Restricted Payment, no Default has occurred and is continuing or Borrowers would arise after giving effect (be in compliance with the requirements of Section 9.16, on a pro forma basis), determined as of the last day of the last Fiscal Quarter of Borrowers for which Borrowers have provided financial statements and the corresponding Compliance Certificate to such Restricted Payment the Administrative Agent and Lenders as if such Restricted Payment were had been paid during such Fiscal Quarter, and a Responsible Officer of Borrowers shall have certified to be made at such time of declaration the Administrative Agent and Lenders as to compliance with the preceding clause (ii) the amount thereof, when aggregated in a certificate attaching calculations; provided further that such certificate shall not be required with all other respect to Restricted Payments made in reliance on this clause pursuant to a share repurchase program approved by the board of directors (jor other governing body) during of the term of this Agreement, does not exceed 25% of Applicable EBITDABorrowers (or an extension/increase to any existing program).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries 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, exceptor incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) the Borrower each Subsidiary may declare and make other Restricted Payments with respect to its Persons that own Equity Interests payable solely in additional such Subsidiary, ratably according to their respective holdings of the type of Equity InterestsInterest in respect of which such Restricted Payment is being made; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu distributions to the Trust to permit the Trust to satisfy expenses of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant Trust that relate to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (fc) to the extent constituting Restricted Paymentsthe Borrower remains a pass-through entity, the Borrower may make distributions to the Trust to permit the Trust to pay federal and state income taxes then due and owing by the Trust that are attributable to the Trust’s ownership of Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the amount 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 the Portfolio Companies may pay Management Fees to the Manager, and reimburse the Manager for its reasonable expenses incurred in connection with its management of the 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 its 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) Subsidiaries may enter into transactions expressly permitted pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by Sections 6.03 the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and 6.04by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) for no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the repurchase, retirement or other acquisition or retirement for value first day of Equity Interests the then most recently ended twelve-month period of the Borrower from any futurefor which a Compliance Certificate has been delivered hereunder, present or former employeethe Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), officer, director or manager or consultant 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 any Subsidiary upon the deathis subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, disability, retirement or termination of employment of any such Person or (iiB) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case the Consolidated Fixed Charge Coverage Ratio for future, present or former directors, officers, managers or employees 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 its Subsidiaries (includingall other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, without limitation, in respect of tax withholding or other similar tax obligation related is greater than 1.00 to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year1.00; (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 Subsidiaries may make other Restricted Payments so long as at the time of making preferred stock substantially concurrently with such Restricted Payment sale or issuance and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00contributions; (i) Restricted Payments 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 pursuant 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 this Section 6.07 within sixty days such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after date of declaration giving effect to such to such proposed purchase or redemption and the incurrence of any such Restricted Payment if such Restricted Payment was permitted 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 date last day of declaration 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 (jk) the Borrower and its Subsidiaries each Subsidiary may declare and make any dividend payments or other Restricted Payment so long as (i) at the time of the declaration distributions payable solely in common Equity Interests of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAPerson.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, except: Payments except for (a) such to be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower and its Subsidiaries, (b) dividends and distributions by Subsidiaries of a Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly owned Subsidiary of a Loan Party shall only be made with the Borrower may make prior written consent of Agent if any Person other Restricted Payments than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to its Equity Interests payable any Person that is not a Loan Party or Subsidiary thereof (other than Topco, solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent as a portion member of the exercise price of such options consolidated tax group including Borrower and its Subsidiaries) as well as the consolidated, combined, unitary or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; other group taxes owed by Topco and its Subsidiaries, (d) the Borrower may make cash payments in lieu purchase, redemption or other retirement of the issuance any common or preferred Equity Interests, or of fractional any options to purchase or acquire any such shares of common or preferred Equity Interests in connection with any dividend, split of such Loan Party or combination thereof or the exercise of warrants, options or Topco other securities convertible into or exchangeable for Equity Interests in the Borrower; than (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments provided that (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date or Event of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no 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 and their Subsidiaries are in compliance on a pro forma basis)basis with the financial covenants set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to such Restricted Payment if such Restricted Payment were Agent and Lenders pursuant to be made at such time the terms of declaration and this Agreement, (iiiii) the amount thereof, when aggregated with all other aggregate Restricted Payments made in reliance on permitted under this clause (jd) shall not exceed $2,500,000 during the term of this Agreement plus the amount of any net cash proceeds received from additional issuances of Equity Interests to other employees, officers or directors, and (iv) both before and after giving effect to such Restricted Payment, no Covenant Compliance Period (as defined in the PNC Credit Agreement) shall then be in effect) from employees, officers, directors and consultants, (e) (i) [reserved] and (ii) any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) above is made are unsecured, (x) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, (y) after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, does and (z) the aggregate Restricted Payments permitted under this subclause (ii) shall not exceed 25% $2,000,000 during any fiscal year), (f) any other Restricted Payment otherwise expressly permitted by the terms of Applicable EBITDAthis Agreement and the PNC Credit Agreement and (g) the Restatement Effective Date Dividend.

Restricted Payments. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makemake (unless such agreement is contingent upon such Restricted Payment not being prohibited by this Agreement), directly or indirectly, any Restricted Payment, except: (a) the Borrower Parent may declare and pay dividends or make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests of Parent (other than Disqualified Equity Interests); (b) Parent and any Restricted Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; repurchase (ci) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants Equity Equivalents if such Equity Interests represent a portion of the exercise price of such options Equity Equivalents and (ii) Equity Interests from any current or warrants former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such person upon the proceeds received from the substantially concurrent issue grant or award of new such Equity InterestsInterests (or upon vesting thereof); (dc) the Borrower Parent and any Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional Equity Interests shares in connection with any dividend, split or combination thereof or the exercise or conversion of warrants, options Equity Equivalents; (d) Any Restricted Subsidiary may declare and pay dividends or make other distributions to the holders of its Equity Interests; provided that in the case of a dividend or other securities convertible into distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or exchangeable for distributions shall be made ratably with respect to their Equity Interests in the BorrowerInterests; (e) the Borrower Parent and its any Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option incentive plans or other employee benefit plans for management directors, officers or employees of the Borrower Parent and its Subsidiaries; (f) to the extent constituting 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, Parent and any Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of purchase Equity Interests of the Borrower from any future, present or former employeeofficers, officer, director directors or manager or consultant employees of the Borrower Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $10,000,000 in any such Person fiscal year of Parent; (g) Parent or any Restricted Subsidiary may purchase any call option (iior similar instrument) pursuant to purchase Equity Interests (other than Disqualified Capital Stock) of Parent permitted under Section 7.04(m) and exercise any call or similar rights thereunder; provided that after giving effect to the issuance of the convertible or exchangeable debt securities referred to in accordance with any agreement (including any employment agreementSection 7.04(m), stock option, stock grant (x) the Total Leverage Ratio shall be less than or stock ownership plans, incentive plans equal to 3.0 to 1.0 and (y) the Secured Leverage Ratio shall be less than or other benefit plansequal to 2.25 to 1.0, in each case for future, present or former directors, officers, managers or employees as of the Borrower end of the most recently completed Test Period and its Subsidiaries (including, without limitation, on a pro forma basis in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal yearaccordance with Section 1.03(c); (h) the Borrower and its Subsidiaries payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may make other Restricted Payments so long be, if at such date of declaration or redemption notice such dividend, distribution or redemption, as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00case may be, would have complied with this Section 7.06; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time no Default or Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a including pro form effect) thereto, Parent and its Restricted Subsidiaries may make Restricted Payments; provided however to the extent, after giving effect (including pro forma basis), effect) to any such Restricted Payment if Payments, the Total Leverage Ratio is in excess of 2:00:1.00, the aggregate amount of such Restricted Payment were to be made at such time Payments shall not exceed the sum of declaration (i) $100,000,000 and (ii) if the amount thereofAvailable Amount Conditions have been met, when aggregated with all the Available Amount; (j) other Restricted Payments made of Parent and its Restricted Subsidiaries in reliance on this clause (j) an aggregate amount not to exceed $30,000,000 during the term of this Agreement, does ; and (k) Parent and its Restricted Subsidiaries may purchase theany remaining outstanding Equity Interests (and any Equity Equivalents) of any Subsidiary acquired in an Investment made in compliance with Section 7.04 that iswas structured as a tender offer followed by a back-end mergerpursuant to which not exceed 25% less than a majority of Applicable EBITDAsuch Subsidiary’s Equity Interests was acquired.

Restricted Payments. The Borrower Credit Parties will not, and nor will not they permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment; provided, except: that (a) the Borrower Company may make repurchases, redemptions or other Restricted Payments with respect to acquisitions of its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time no Default or Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise result therefrom, (ii) the Company will be in compliance with the financial covenants set forth in Section 5.9 on a Pro Forma Basis after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (iiiii) the amount thereofpaid by the Company with respect to such repurchases, when aggregated with all redemptions or other Restricted Payments made in reliance on this clause (j) acquisitions during the term of this Agreement, does Agreement shall not exceed 25% an aggregate amount equal to $100,000,000, (b) the Company shall be permitted to make other Restricted Payments in an aggregate amount not to exceed $20,000,000 in any 12-month period so long as no Default or Event of Applicable EBITDADefault shall then exist or would exist after giving effect to such Restricted Payment, (c) the Company may declare and make dividend payments or other distributions payable solely in common Equity Interests of the Company, (d) the Company may make payments on, repurchases, redemptions or other acquisitions of its Equity Interests that are in the form of convertible Indebtedness of the Company as a result of the exercise of conversion rights by the holder thereof, (e) Subsidiaries of the Company may declare and make dividend payments or other distributions to the Company or other Subsidiaries of the Company, (f) Subsidiaries of the Company that are not Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests and (g) Guarantors, the U.K. Borrower and U.K. Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests; provided, that, with respect to this clause (g), (i) the Company shall be in compliance with the financial covenants set forth in Section 5.9 after giving effect to such dividend payments or other distributions on a Pro Forma Basis or (ii) such dividend payments or other distributions are approved by the Administrative Agent.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contribution, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) the Borrower each Subsidiary of a Loan Party may make other Restricted Payments with respect to its Equity Interests payable solely any Loan Party (other than Parent, unless either (i) the Restricted Payment Conditions are satisfied, or (ii) such Restricted Payments are made to pay or reimburse the Parent for expenses incurred in additional Equity Intereststhe ordinary course of the Parent’s business, as conducted on the date hereof); (b) Subsidiaries the Loan Parties and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower Loan Parties may repurchase issue and sell Equity Interests upon provided (and the exercise Loan Parties may accept any capital contribution made in connection with any such issuance and sale) that (i) (A) with respect to any Equity Interests, all dividends in respect of stock options or warrants if which are to be paid (and all other payments in respect of which are to be made) shall be in additional shares of such Equity Interests, in lieu of cash, (B) such Equity Interests represent a portion shall not be subject to redemption other than redemption at the option of the exercise price Loan Party issuing such Equity Interests, and (C) all payments in respect of such options or warrants or with Equity Interests are expressly subordinated to the proceeds received from the substantially concurrent Obligations, and (ii) no Loan Party shall issue of new any additional Equity InterestsInterests in a Subsidiary; (d) the Borrower Loan Parties may make cash payments in lieu of the issuance of fractional issue and sell Equity Interests (other than Disqualified Stock), and the Loan Parties may accept any capital contribution made in connection with any dividendsuch issuance and sale, split or combination thereof or the exercise provided that no Subsidiary of warrants, options or other securities convertible into or exchangeable for any Loan Party shall issue any additional Equity Interests in the Borrowerexcept to a Loan Party; (e) if the Borrower Restricted Payment Conditions are satisfied, (i) the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it, and (ii) the Parent may declare or pay cash dividends to its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries;shareholders; and (f) to the extent constituting Restricted Payments, the Borrower Loan Parties and the their Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) pursuant to Section 7.04. The Loan Parties shall provide the Borrower may make Restricted Payments Collateral Agent (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment with written notice of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plansRestricted Payment, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made otherwise permitted pursuant to this Section 6.07 within sixty 7.06(e), no less than five (5) days after prior to the making thereof and (ii) with written confirmation (which shall include a fed reference number, if applicable) on the date of declaration the making of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will shall not, and will shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any make a Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its repurchase of Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect deemed to their Equity Interests; (c) the Borrower may repurchase Equity Interests occur upon the exercise of stock or other equity options or warrants if to the extent such Equity Interests represent a portion of the exercise price of such those stock or other equity options and any repurchase or warrants other acquisition of Equity Interests made in lieu of withholding taxes in connection with any exercise or with the proceeds received from the substantially concurrent issue exchange of new stock options, warrants, incentives or other rights to acquire Equity Interests; (db) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower may make or any Restricted Subsidiary to allow the payment of cash payments in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of any such Person; (c) payments to dissenting stockholders of the Borrower not to exceed $5,000,000 in the aggregate made (i) pursuant to applicable law or (ii) in connection with any dividend, split or combination thereof or the exercise of warrants, options settlement or other securities convertible into satisfaction of legal claims made pursuant to or exchangeable in connection with a consolidation, merger or transfer of assets in connection with a transaction not prohibited by this Agreement; (d) so long as no Potential Default or Event of Default shall have occurred and be continuing or shall result therefrom, Restricted Payments; provided that after giving effect thereto and any incurrence of Indebtedness in connection therewith, (x) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants and (y) Availability would equal not less than 10% of the Commitments; (e) any repurchase of outstanding Equity Interests of the Borrower in exchange for Equity Interests in (other than Disqualified Stock) of the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04;prepayment of any Subordinated Obligations with Refinancing Indebtedness thereof; and (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value repurchases of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant Subordinated Obligations of the Borrower or any Subsidiary upon Guarantor at a purchase price not greater than 100% of the death, disability, retirement or termination principal amount of employment such Subordinated Obligations in the event of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plansan asset disposition, in each case for futureplus accrued and unpaid interest thereon, present or former directorsto the extent required by the terms of such Subordinated Obligations, officers, managers or employees of but only if the Borrower has complied with and fully satisfied its Subsidiaries (including, without limitation, obligations in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this accordance with Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA8.2.7 [Dispositions].

Restricted Payments. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except:that so long as it is permitted by law, (a) the Borrower Borrowers may make other Restricted Payments with respect distributions to Parent, and Parent may use such amounts to make distributions to former employees, officers, or directors of Parent or any of its Subsidiaries (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests payable solely of Parent held by such Persons, so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom; provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (j) of the definition of Permitted Indebtedness, does not exceed $250,000 in additional Equity Interests;the aggregate, (b) Subsidiaries Borrowers may make Restricted Payments ratably with respect distributions to their Parent solely in the form of forgiveness of Indebtedness (so long as Parent contemporaneously forgives Indebtedness in the same amount of employees or officers of Borrower (or an entity consisting solely of employees or officers of Borrowers) owing to Parent on account of repurchases of the Equity Interests;Interests of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire (i) Equity Interests of Parent or (ii) Equity Interests of an entity that acquired Equity Interests of Parent), (c) the Borrower Parent may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests pay dividends solely in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value form of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant class of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;Parent’s common equity, (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (id) Restricted Payments may be made pursuant by any Subsidiary to this Section 6.07 within sixty days after any Borrower, the Parent, or to another Subsidiary (provided, that, if the Subsidiary making such Restricted Payment is a Loan Party, the Subsidiary receiving such Restricted Payment is also a Loan Party), on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Parent and other wholly owned Subsidiaries of the Parent, (e) Parent may declare and pay Restricted Payments in the form of redemptions, repurchases, retirement, defeasance, or other acquisition of or in respect of the common equity of the Parent in connection with the payment or exercise of, or satisfaction of tax withholding obligations of participants on account of or relating to, awards held by or granted from time to time to participants in equity compensation plans of the Parent not to exceed $2,000,000 in the aggregate in any period of 12 consecutive fiscal months of the Parent, provided that no Default or Event of Default shall have occurred and be continuing at the time such redemption, repurchase, retirement, defeasance, or other acquisition is declared or made, and (f) Parent and its Subsidiaries may pay other Restricted Payments, provided, that, (i) as of the date of declaration payment of any such Restricted Payment if such Payment, and after giving effect thereto, each of the Restricted Payment was permitted on Conditions shall have been satisfied, (ii) Restricted Payments made pursuant to this clause (f) during the first year after the date of declaration thereof; and this Agreement shall not exceed (jA) $2,500,000 in the Borrower aggregate and its Subsidiaries may make (B) $625,000 during any other Restricted Payment so long as (i) at the time of the declaration quarter of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAyear.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower each Subsidiary of a Loan Party may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsdirect equity holders, and any Non-Guarantor Subsidiary may make Restricted Payments to another Non-Guarantor Subsidiary; (b) the Loan Parties and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the stock or other Equity Interests of such Person; (c) to the extent actually used by Holdings to pay such taxes, costs and expenses, the Loan Parties and their Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise or on behalf of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsHoldings in an 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 may make subsequent use of such payments by Holdings (or its direct parent company), to repurchase or redeem Qualified Capital Stock of Holdings (or its direct parent company) held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any 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 in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrowershall not exceed $5.0 million; (e) the Borrower Permitted Tax Distributions (excluding any amounts distributable under subsection (c)) to Holdings, so long as Holdings uses such distributions to pay its taxes (or distributes such amounts to Holdings and Holdings uses such amounts to pay its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariestaxes); (f) so long as no Specified Default has occurred, is continuing or would result therefrom, Restricted Payments from any Loan Party or any Subsidiary to Holdings to the extent constituting Restricted Paymentsactually used by Holdings to (i) 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, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 (ii) pay obligations owing in respect of any Specified Holdings Indebtedness or renewals and 6.04;extensions thereof; and (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time no Default or Event of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) continuing, the Net Leverage Ratio is not greater than 2.75 repayment of intercompany Indebtedness owed to 1.00; (i) Restricted Payments may be made pursuant Holdings with, or the distribution or loan to this Section 6.07 within sixty days after date Holdings by a Loan Party of declaration amounts received by the Subsidiary of any such Restricted Payment if such Restricted Payment was permitted the Borrower organized in Hong Kong from the affiliated Non-Loan Party organized in Spain constituting the repayment of intercompany Indebtedness outstanding on the date of declaration thereofClosing Date; and (j) provided that such amounts are applied first to the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at outstanding balance owed under the time of Delaware Note, if any, to reduce the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (Delaware Note on a pro forma dollar for dollar basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower each Company Group Party may make other Restricted Payments with respect to its the Borrower, or to any other Person that owns a direct Equity Interest in such Company Group Party, ratably according to their respective holdings of the type of Equity Interests payable solely in additional Equity Interestsrespect of which such Restricted Payment is being made; (b) Subsidiaries the Borrower and each Company Group Party may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower and each Company Group Party may repurchase purchase, redeem or otherwise acquire its common Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower may make declare and pay dividends in cash payments in lieu or Cash Equivalents to Holdings not to exceed an amount necessary to permit Holdings and Parent to pay (i) reasonable and customary corporate (including appropriate allocations of shared costs and expenses of the issuance corporate group of fractional the Equity Interests Investor) and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, umbrella insurance costs, and compensation, benefits and other amounts payable to officers and employees in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests their employment in the ordinary course of business) and (ii) so long as the Borrower is properly treated as a disregarded entity and Holdings is properly treated as a partnership for U.S. federal and applicable state and local income tax purposes, distributions to Holdings which distributions shall be used by its equity holders to discharge the relevant U.S. federal, state and local income tax liabilities of such equity holders attributable to the Borrower; provided that the amount of any distribution pursuant to this clause (ii) shall not exceed the amount that the Borrower would be required to pay in respect of the relevant U.S. federal, state and local income taxes were it to pay such taxes as a stand alone corporate taxpayer, taking into account any net operating loss carryovers and other tax attributes arising from the Closing Date; provided, further, that any distribution pursuant to this clause (ii) shall be used to discharge the relevant tax liability of each such equity owner within 90 days of the distribution; (e) the Borrower and each Company Group Party may issue common Equity Interests to a Loan Party or, in the case of a Company Group Party, another Company Group Party, in each case that is its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariesdirect parent; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise result from such Restricted Payment, the Borrower may declare and pay dividends in cash or Cash Equivalents to Holdings from Available Cash that is not being used to support Other Permitted Guarantees as contemplated by clause (b) of the definition thereof pursuant to Section 7.02(j)(iv) or 7.03(e); provided that immediately after giving effect (on a to such dividend payment or other distribution, the Borrower shall be in pro forma basis)compliance with all of the covenants set forth in Section 7.11; (g) the Borrower may declare and pay dividends in cash or Cash Equivalents to Holdings not to exceed an amount necessary to permit Holdings and Parent to pay franchise fees or similar taxes and fees required to maintain its corporate existence; (h) the Borrower may make Restricted Payments pursuant to the Exchange Agreement; (i) to the extent constituting a Restricted Payment, the Borrower may make Restricted Payments as required pursuant to such Restricted Payment if such Restricted Payment were the Management Services Agreement to be made at such time (i) pay monitoring, consulting, management, transaction, advisory, termination or similar fees payable to the Equity Investor and indemnities, reimbursements and reasonable and documented out-of-pocket fees and expenses of declaration the Equity Investor in connection therewith and (ii) reimburse the amount thereofEquity Investor for costs and expenses of Holdings and its Subsidiaries incurred in the ordinary course of business, when aggregated with all overhead costs and expenses and fees (including administrative, legal, accounting, insurance, cash management, reporting and compliance and/or similar expenses provided by third parties as well as trustee, directors, managers and general partner fees) which are paid by the Equity Investor on behalf of Holdings or its applicable Subsidiary; and (i) the Borrower shall be permitted to make payments of principal and interest under the Parent CSN Proceeds Loan so long as the proceeds thereof are directly used to make corresponding payments of principal, interest and other Restricted Payments amounts due and payable under the Convertible Senior Notes or (ii) the Borrower may declare and pay dividends to Holdings so as to enable Holdings to satisfy demands made in reliance on this clause (j) during against Holdings under the term unsecured guarantee of this Agreement, does not exceed 25% Holdings of Applicable EBITDAthe Indebtedness represented by the Convertible Senior Notes.

Restricted Payments. The Borrower will notDeclare or make any Restricted Payment or incur any obligation (contingent or otherwise) to do so unless (a) at the time when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and will not permit any (b) after giving effect to the making of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any such Restricted Payment, except: (a) Borrowers would be in compliance with the Borrower may make other requirements of Section 7.16, on a pro forma basis, determined as of the last day of the last Fiscal Quarter of Borrowers for which Borrowers have provided financial statements and the corresponding Compliance Certificate to the Administrative Agent and Lenders as if such Restricted Payments Payment had been paid during such Fiscal Quarter, a Responsible Officer of Borrowers shall have certified to the Administrative Agent and Lenders as to compliance with respect to its Equity Interests payable solely in additional Equity Interests; the preceding clause (b) Subsidiaries in a certificate attaching calculations; provided, however, (i) a Subsidiary of a Loan Party may make Restricted Payments declare and pay dividends ratably with respect to their such Subsidiary’s Equity Interests; , (cii) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries Borrowers may make Restricted Payments Payments, not exceeding $2,000,000 during any Fiscal Year pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; Borrowers, (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (giii) the Borrower Borrowers may make Restricted Payments (i) pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from Borrowers held by any future, present or former employee, officer, director or director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower foregoing) of such Loan Party or make Restricted Payments in the form of distributions to allow the Borrowers to pay principal or interest on promissory notes that were issued to any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directorsemployee, officersofficer, managers director, manager or employees consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower foregoing) of such Borrowers in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests of the Borrowers held by such Persons; provided that the aggregate amount of Restricted Payments pursuant to this clause (iii) shall not exceed $1,000,000; (iv) so long as there exists no Default or Event of Default, Borrowers may pay dividends or make distributions to its shareholders or members, as applicable, in an aggregate amount not greater than the amount necessary for such shareholders or members to pay their actual state and its Subsidiaries (including, without limitation, United States federal income tax liabilities in respect of tax withholding or other similar tax obligation related income earned by Loan Parties after deducting any unused prior losses; (v) Borrowers may pay management fees pursuant to the foregoing) Management Services Agreement as long as no Default or Event of Default exists or would result therefrom and Borrowers have cash, Cash Equivalents and/or unused availability under the Revolving Credit Facility of at least $20,000,000 in an amount not the aggregate after giving effect to exceed $15,000,000 in any fiscal year; such payment; and (hvi) the Borrower Borrowers may declare and its Subsidiaries may make dividend payments or other Restricted Payments so long as at payable solely in the time form of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration common Equity Interests of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAPerson.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, Pay or declare or make, or agree enter into any agreement to pay or make, directly or indirectly, otherwise become obligated to make any Restricted Payment, exceptother than: (a) the Borrower may make other Restricted Payments with respect dividends or distributions payable to its Equity Interests payable a Credit Party solely in additional Equity InterestsInterests of a Credit Party; provided, that such Equity Interests (other than Equity Interests of the Borrower) are pledged to the Administrative Agent (for the benefit of the Secured Parties) as additional Pledged Securities; (b) Subsidiaries may make Restricted Payments ratably with respect cash dividends or distributions to their Equity Interestsa Credit Party; (c) so long as no Default or Event of Default shall have occurred and be continuing, payments of Permitted Distributions and Permitted Tax Distributions; provided, that in the case of Permitted Tax Distributions the Borrower may repurchase Equity Interests upon shall provide to the exercise Administrative Agent at least five (5) Business Days prior to making an associated Permitted Tax Distribution a certificate showing the calculation of stock options or warrants if such Equity Interests represent Permitted Tax Distribution, including a portion reasonably detailed statement of the exercise price amounts described in paragraph (b) of such options or warrants or with the proceeds received from the substantially concurrent issue definition of new Equity Interests“Permitted Tax Distributions”; (d) so long as no Default or Event of Default shall have occurred and be continuing, dividends or distributions payable to a third party on account of its Equity Interest in a non-wholly owned Subsidiary of a Credit Party or its interest in a Co-Financing Joint Venture Entity, provided the Borrower may make cash applicable Credit Party receives its corresponding pro rata share of such dividend or distribution; (e) payments not to exceed $3,600,000 in lieu respect of “Unit Appreciation Rights” made pursuant to Section 2.6 of the issuance Purchase Agreement; (f) so long as no Default or Event of fractional Equity Interests Default shall have occurred and be continuing, to the Sellers on the Closing Date, up to $5,000,000 for the payment of Sellers’ tax obligations in connection with any dividend, split or combination thereof or the exercise respect of warrants, options or other securities convertible into or exchangeable for Equity Interests in their ownership of the Borrower; (eg) so long as no default or Event of Default shall have occurred and be continuing, distributions in the Borrower amount of the Bonus Amount (as defined in the Purchase Agreement), not to exceed $7,500,000 in the aggregate, if and its Subsidiaries may make Restricted Payments when the Bonus Amount is payable pursuant to and in accordance with stock option plans or other benefit plans for management or employees Section 2.2(e) of the Borrower and its SubsidiariesPurchase Agreement; (fh) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) distributions in an amount not to exceed $15,000,000 in 5,000,000 to be used to pay, on or after the Closing Date, LGEC’s (or any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time Subsidiary of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio LGEC that is not greater than 2.75 a Credit Party) invoiced, out-of-pocket expenses in connection with the Acquisition; provided, that the Administrative Agent shall have received a copy of each such invoice prior to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAdistribution.

Restricted Payments. The Borrower will Company shall not, and will not nor shall it permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, exceptPayments; provided that the following Restricted Payments shall be permitted so long as no Default or Event of Default has occurred and is continuing or would occur or result from such Restricted Payments: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsshares of Company’s Qualified Stock (or the equivalent thereof) or any option, warrant or other right to acquire any such Qualified Stock; (b) Subsidiaries (i) each Subsidiary may make Restricted Payments to the Company and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any such other Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Stock of such Subsidiary (that is not an Excluded Subsidiary) ratably with respect according to their Equity Interestsrelative ownership interests of the relevant class of Stock or as otherwise required by the applicable Organizational Documents) and (ii) any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary; (c) the Borrower may repurchase Equity Interests repurchases of Qualified Stock deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent repurchased Qualified Stock represents a portion of the exercise price of such options or warrants pursuant to a “cashless exercise” or with the proceeds received from the substantially concurrent issue of new Equity Interestssimilar feature; (d) the Borrower Company or any Subsidiary may make cash payments in lieu receive or accept the return to the Company or any Subsidiary of Stock of the issuance Company constituting a portion of fractional Equity Interests the purchase price consideration in settlement of indemnification claims in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrowera Permitted Acquisition; (e) Restricted Payments constituting cash payments made in lieu of issuance of fractional shares made (i) to redeem, purchase, repurchase, or retire its obligations under any warrants issued by the Borrower and Company or any of its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees the terms thereof and (ii) upon the conversion of the Borrower and its Subsidiaries2028 Notes or any Permitted Refinancing of the 2028 Notes; (f) to the extent constituting Restricted Paymentspurchases, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments redemptions, retirements or other acquisitions of Qualified Stock (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present held by current or former directors, officers, managers employee or employees consultants (or their transferees, estates or beneficiaries under their estates) of the Borrower Note Parties and its any Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an aggregate amount not to exceed $15,000,000 exceed, in any fiscal year, $2,500,000, with unused amounts in any fiscal year (the “Unused A Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused A Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused A Amounts; (g) Restricted Payments in an aggregate amount not to exceed, in any fiscal year $2,500,000, with unused amounts in any fiscal year (the “Unused B Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused B Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused B Amounts; (h) the Borrower and Company’s purchase, redemption, retirement or other acquisition of its Subsidiaries may make other Restricted Payments so long as at Stock with the time proceeds received from a substantially concurrent issue of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) new shares of its Qualified Stock or from cash proceeds received solely from the Net Leverage Ratio is not greater than 2.75 to 1.00;settlement of Permitted Equity Derivatives; and (i) Restricted Payments may be made by any Subsidiary pursuant to any Restructuring Transaction. Except as otherwise provided in Section 8(f) or Section 8(h) of each Exchange Agreement, and subject to Section 14.02(n) of this Indenture, neither (w) the issuance of new shares of the Company’s Qualified Stock, or the application of cash proceeds received from a Permitted Refinancing of the 2028 Notes or the settlement of Permitted Equity Derivatives, to consummate the conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of (whether in whole or in part and including by netting or set-off) the 2028 Notes or any Permitted Refinancing thereof (in each case, (A) to the extent not prohibited by the terms of the 2028 Notes, any Permitted Refinancing thereof or any Permitted Equity Derivatives, as applicable and (B) upon the satisfaction of any condition that would permit or require any of the foregoing), (x) the issuance of or the performance of obligations under (including any payments of interest) the 2028 Notes, (y) any Permitted Refinancing thereof or (z) any Permitted Equity Derivatives, shall be prohibited by this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make 4.26, any other Restricted Payment so long as (i) at provision of this Agreement or any other Note Document. For the time purposes of this paragraph, a Permitted Refinancing of the declaration 2028 Notes includes any refinancing of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated 2028 Notes in accordance with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAPermitted Secured Debt definition.

Restricted Payments. The Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower will not, and will not permit or any of its Subsidiaries tothe Restricted Subsidiaries, declare whether now or makehereafter outstanding, or agree to pay or makemake any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of the Restricted PaymentSubsidiaries (collectively, except“Restricted Payments”), except that: (a) any Restricted Subsidiary may make Restricted Payments to the Borrower, any Subsidiary Guarantor or the equity holders of such Restricted Subsidiary; provided that (i) such Restricted Payments shall be made ratably based on the relevant ownership percentages of the Capital Stock, (ii) the aggregate amount of such Restricted Payments made to equity holders that are not Loan Parties or not permitted under Section 7.6(b) shall not exceed $20,000,000 plus the Available Amount, (iii) no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Restricted Payments and (iv) after giving effect to the consummation of such Restricted Payment, the Borrower may make other Restricted Payments shall be in pro forma compliance with respect to its Equity Interests payable solely the covenants in additional Equity Interests;Section 7.1. (b) (i) Non-Guarantor Subsidiaries of the Borrower that are Domestic Subsidiaries may make Restricted Payments ratably with respect to their Equity Interestsother Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries of the Borrower that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries; (c) the Borrower may repurchase Equity Interests upon make Restricted Payments to Holdings to permit Holdings to pay (i) any taxes (at the exercise of stock options then applicable rate) which are due and payable by Holdings (or warrants if such Equity Interests represent a portion any of the exercise price direct or indirect equity holders of Holdings) and the Borrower and their applicable Subsidiaries to the extent such options taxes are attributable to the Borrower or warrants the Restricted Subsidiaries, (ii) ordinary course corporate operating expenses and customary corporate indemnities owing to directors of Holdings, the Borrower or with the proceeds received from Restricted Subsidiaries or their respective Affiliates in the substantially concurrent issue ordinary course of new Equity Interestsbusiness in an aggregate amount not to exceed $500,000 for any fiscal year, and (iii) fees and expenses to the extent permitted under clause (i) of the second sentence of Section 7.9; (d) so long as (i) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to such Restricted Payments and (ii) after giving effect to the consummation of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenants in Section 7.1 (calculated as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which such Restricted Payment is consummated for which financial statements have been delivered pursuant to Section 6.1, giving pro forma effect to such Restricted Payment), the Borrower may (x) make Restricted Payments to Holdings to permit Holdings to purchase its Capital Stock from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of Holdings, the Borrower or any of the Restricted Subsidiaries upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement, (y) purchase Capital Stock of the Borrower from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of Holdings, the Borrower or any of the Restricted Subsidiaries upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee to the extent permitted by clause (ii) of Section 7.16(c) and (z) make any other Restricted Payments; provided that the aggregate amount of Restricted Payments under this clause (d) shall not exceed the sum of (A) $25,000,000 plus (B) with respect to payments under clauses (x) or (y) above, the proceeds of any key-man life insurance with respect to any such employee paid to the Borrower or any of its Restricted Subsidiaries plus (C) provided that immediately before and immediately after giving effect to any such Restricted Payment, the Senior Secured Net Leverage Ratio shall be less than 4.75:1.00, the Available Amount; and (e) the Borrower may make Restricted Payments to Holdings to pay cash payments in lieu of the issuance of fractional Equity Interests shares in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plansPermitted Acquisition, in each case for futurecase, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was otherwise permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAhereunder.

Restricted Payments. The Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower will notor any of its Subsidiaries, and will not permit 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 to(collectively, declare or make, or agree to pay or make, directly or indirectly, any “Restricted PaymentPayments”), except: (a) the Borrower may make payments and other Restricted Payments distributions to Holdings (or its designee) contemplated by and in accordance with respect to its Equity Interests payable solely in additional Equity InterestsSection 4.19; (b) Subsidiaries so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make Restricted Payments ratably payments and other distributions to the Sponsor (or its designee) contemplated by and in accordance with respect to their Equity InterestsSection 3.8(b) of the Depositary Agreement; (c) any Subsidiary of the Borrower may repurchase Equity Interests upon make Restricted Payments to the exercise of stock options Borrower or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestsany Subsidiary Guarantor; (d) the Borrower may make cash payments in lieu to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or Project directly incurred by Holdings and other securities convertible into or exchangeable for Equity Interests corporate overhead expenses in the Borrowerordinary course of business not to exceed $500,000 in any fiscal year; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and its Subsidiariesamending any Acceptable Sponsor Letter of Credit as contemplated by clause (o) of the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) to the extent constituting Restricted Paymentsso 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 Subsidiaries may enter into transactions expressly 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 by Sections 6.03 and 6.04;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, the Borrower may make Restricted Payments (i) for the repurchaseBorrower, retirement or other acquisition or retirement for value in connection with any Specified Asset Disposition, any amount of Equity Interests Net Cash Proceeds in excess of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year;Specified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries may make other Restricted Payments so long as at Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) PPA Buyout Prepayment Amount relating thereto (x) no Default has occurred and which, for the avoidance of doubt, is continuing and (y) subject to the application of the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Cash Proceeds in Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis2.9(a)(iv)(B), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA).

Restricted Payments. The Borrower will notPrior to the date on which (i) the Collateral Release Date shall have occurred and (ii) the Senior Unsecured Credit Facility Agreement and all commitments thereunder shall have been terminated and all amounts outstanding thereunder shall have been repaid in full, and will not declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such or permit any of its Subsidiaries to, declare or maketo do any of the foregoing, or agree permit any of its Subsidiaries to pay purchase, redeem, retire, defease or makeotherwise acquire for value any Equity Interests in the Borrower or to issue or sell any Equity Interests therein, directly or indirectly, any Restricted Payment, exceptexcept that: (ai) the Borrower may make declare and may pay, once declared, dividends and distributions payable on stock of the Borrower only at levels per outstanding share in effect as of the Effective Date (such amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transactions made after the date hereof so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transaction); provided that (i) if an Event of Default shall have occurred and be continuing or shall result therefrom, no such declaration shall be permitted if any Advances are then outstanding and (ii) if an Event of Default under Section 6.01(a) shall have occurred and be continuing, no such payment or distribution shall be permitted if any Advances are then outstanding; (ii) any Subsidiary of the Borrower may declare and pay dividends and distributions to the Borrower or any other Restricted Payments with respect Loan Party of which it is a Subsidiary; (iii) any Subsidiary of the Borrower may pay dividends or distributions to all holders of a class of Equity Interests of such Subsidiary on a pro rata basis or on a basis that is more favorable to the Borrower; (iv) the Borrower or any Subsidiary may redeem, repurchase, retire or otherwise acquire any of its Equity Interests payable solely in additional exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Borrower) of, Equity InterestsInterests of the Borrower; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (cv) the Borrower may repurchase Equity Interests upon the exercise or any Subsidiary of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu redeem, repurchase, retire or otherwise acquire any of the issuance of fractional its Equity Interests in connection with any dividenda compensation plan, split program or combination thereof practice; provided that the aggregate price paid for all such repurchased, redeemed, acquired or the exercise of warrants, options or other securities convertible into or exchangeable for retired Equity Interests shall not exceed $20 million in any fiscal year of the Borrower; (evi) DII may purchase common stock of the Borrower from HESI pursuant to the Stock Agreement; and (vii) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees any Subsidiary of the Borrower may grant, issue, distribute or dividend Equity Interests to its directors, officers and its Subsidiaries; (f) to employees and make or permit the extent constituting Restricted Paymentsvesting, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchaselapse, retirement exercise or other acquisition or retirement for value payment of Equity Interests in options, restricted stock, performance awards (in the form of either cash or stock of the Borrower from any futureBorrower), present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) and other similar grants and awards pursuant to and in accordance with any agreement existing (including any employment agreement), stock option, stock grant or stock ownership substantially similar replacement or amended) compensation plans, incentive plans programs or other benefit planspractices. For purposes of clarification, in each case for future, present or former directors, officers, managers or employees of the Borrower it is agreed and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoingunderstood that Section 5.02(c) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% restrict the issuance, grant, dividend or distribution of Applicable EBITDAEquity Interests.

Restricted Payments. The Borrower will Borrowers shall not, and will shall not permit any of its their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare, order, pay, make or set apart any sum or property for any Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00;except for (i) Restricted Payments may declared and paid by direct or indirect wholly-owned Subsidiaries of the U.S. Borrower to the U.S. Borrower and other direct or indirect wholly-owned Subsidiaries of the U.S. Borrower; (ii) payments of interest on the Exchangeable Notes; provided, the Canadian Borrower shall make no Restricted Payment except to the U.S. Borrower, U.S. Subsidiary Guarantors or, after the Canadian Term Loan has been repaid in full and the Canadian Term Commitments have been terminated, VPG Systems U.K., Ltd.; and (iii) so long as no Default or Event of Default shall then have occurred and be continuing (x) if at the time and after giving effect to the proposed Restricted Payment the Pro Forma Leverage is greater than 1.50 to 1.00, other dividends, distributions, share redemptions, share retirements and/or share purchases respecting Capital Stock of the U.S. Borrower in an aggregate amount (for all Restricted Payments made pursuant to this Section 6.07 within sixty days clause (x) at any time) not to exceed $5,000,000; and (y) if, at the time and after date of declaration of any such giving effect to the proposed Restricted Payment if such the Pro Forma Leverage is no more than 1.50 to 1.00, other dividends, distributions, share redemptions, share retirements and/or share purchases respecting Capital Stock of the U.S. Borrower; provided, further, that no U.S. Subsidiary Guarantor may make a Restricted Payment was permitted on to a Subsidiary of the U.S. Borrower that is not a U.S. Subsidiary Guarantor and no Canadian Subsidiary Guarantor may make a Restricted Payment to a Subsidiary of the U.S. Borrower that is not a Subsidiary Guarantor or Borrower; and provided, further, the Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum or property for any Restricted Payment pursuant to clause (iii) of this Section 8.4 at any time that the Fixed Charges Coverage Ratio is (or as of the date of declaration thereof; and (jthe most recently delivered Officer’s Compliance Certificate, was) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing less than or would arise after giving effect (on a pro forma basis), equal to such Restricted Payment if such Restricted Payment were 1.50 to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA1.00.

Restricted Payments. The Borrower will not, DeclareWith respect to the Company and will not permit any of its Subsidiaries toSubsidiaries, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, or issue or sell any of their respective Equity Interests, except that: (a) each Subsidiary of the Borrower Company (other than Scripps, for so long as it is not a Subsidiary of the Company (without giving effect to clause (y) of the final sentence of the definition thereof)) may declare and make other Restricted Payments dividend payments in cash with respect to its any class of Equity Interests of such Subsidiary to the then holders of such Equity Interests ratably according to their respective holdings; (b) the Company and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in additional the common stock or other common Equity Interests; (b) Subsidiaries may make Restricted Payments Interests of such Person to the then holders of such Equity Interests ratably with respect according to their Equity Interests; respective holdings; (c) the Borrower Company and Scripps may repurchase Equity Interests upon declare and make dividend payments in cash to the exercise of stock options Facility Guarantor (directly or warrants if such Equity Interests represent a portion through any Subsidiary of the exercise price of such options or warrants or with Facility Guarantor) in an aggregate amount for any period not greater than an amount sufficient to permit the proceeds received from the substantially concurrent issue of new Equity Interests; Facility Guarantor to (di) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit management plans for management or employees of the Borrower Facility Guarantor, the Company and its Subsidiaries; Subsidiaries during such period, (fii) pay any Taxes of the Facility Guarantor, the Company and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the extent constituting Restricted Paymentsmembers of Facility Guarantor’s board of directors, the Borrower in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay ordinary course overhead expenses of the Facility Guarantor (including administrative, legal, accounting and similar expenses payable to third parties), (v) pay customary third party advisor fees and expenses owed by the Facility Guarantor in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by the Facility Guarantor with respect to its officers and directors in the ordinary course of its business and (vii) pay customary and reasonable indemnification claims made by directors and officers of the Facility Guarantor; (d) the Company and each of its Subsidiaries may enter into transactions expressly permitted by Sections 6.03 issue and 6.04; (g) the Borrower sell their respective Equity Interests and may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower not otherwise permitted by this Section 7.06; provided that no Designated Default or any Subsidiary upon the death, disability, retirement other Event of Default shall then exist and no Event of Default would result from such issuance and sale or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after as the case may be, giving effect (on a pro forma basis), Pro Forma Effect to such Restricted Payment if issuance and sale or such Restricted Payment were to be made at Payment; (e) the Company may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such time of declaration issuance and sale; and (ii) the amount thereofCompany may issue and sell its Equity Interest in connection with grants of such securities and stock options with respect to such securities pursuant to employment, when aggregated benefit plans, service and severance arrangements with all other current and former officers, directors, consultants, advisors and employees of the Company or any Subsidiary of the Company, as determined in good faith by the board of directors or senior management of the Company or such Subsidiary, as applicable; and 102 (f) the Company or any of its Subsidiaries may make Restricted Payments made pursuant to or in reliance connection with the Scripps Transactions.; provided that, notwithstanding the foregoing, on this clause (j) during or after the term of this AgreementAmendment No. 2 Effective Date, does the Facility Guarantor shall not exceed 25% of Applicable EBITDAmake any Restricted Payment in cash unless after giving Pro Forma Effect to any such Restricted Payment and the transactions related thereto, the Consolidated Leverage Ratio for the applicable Measurement Period is less than or equal to 4.50:1.00.

Restricted Payments. The Borrower will not, Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, exceptexcept that: (a) the U.S. Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments distributions (i) to Holdings that are used by Holdings to pay federal and state income taxes (including used by Holdings to compensate a Subsidiary for the repurchaseuse of a tax benefit by the Holdings tax group) then due and owing, retirement or franchise taxes and other acquisition or retirement similar licensing expenses incurred in the ordinary course of business, professional fees, audit expenses and other expenses related to the maintenance of Holdings as a holding company and provide for value all other operating costs of Equity Interests of the Borrower from any futureHoldings, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other customary out-of-pocket costs and expenses, including all costs and expenses with respect to filings with the SEC or (ii) that U.S. Borrower or Holdings is required to pay pursuant to the terms of the Acquisition Agreement and the Ancillary Agreements (as such term is defined in the Acquisition Agreement), the Management Consulting Agreement (subject to Section 3.8(f)) or applicable law; provided, that such Borrower’s aggregate contribution to taxes as a result of the filing of a consolidated or combined return by Holdings shall not be greater, nor the aggregate receipt of tax withholding benefits less, than they would have been had such Borrower not filed a consolidated or combined return with Holdings; (i) Wholly-Owned Subsidiaries of a Borrower may make Restricted Payments to such Borrower and/or to the parent company of the respective Subsidiary and (ii) Canadian Subsidiaries of Holdings may make Restricted Payments to Holdings or any of its Domestic Subsidiaries and/or to the direct or indirect parent company of the respective Canadian Subsidiary, including, without limitation, Restricted Payments in the form of promissory notes or other similar tax obligation related debt obligations with respect to which any Canadian Subsidiary of Holdings is the foregoingobligor; (c) Borrowers may make Restricted Payments to Holdings to permit Holdings to repurchase (and Holdings may repurchase) Stock of Holdings owned by employees of Holdings, Borrowers or their Subsidiaries whose employment has terminated; provided, that such Restricted Payments shall not exceed $2,500,000 in any Fiscal Year plus a carry-forward of unused amounts from prior years or $12,500,000 in the aggregate; provided further, that such amount in any calendar year and the aggregate amount may be increased by an amount not to exceed the cash proceeds of keyman life insurance policies received by Holdings, any Borrower or any of its Subsidiaries; (d) Borrowers and Holdings may make Restricted Payments not expressly permitted by clauses (a) through (c) above (“Permitted Distributions”), provided, that at the time of and after giving effect to such Restricted Payment: (i) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Borrowers and Holdings since November 24, 2003 pursuant to this paragraph (d), is less than the sum, without duplication, of $15,000,000 25,000,000, plus up to (1) 50% of the Consolidated Net Income of the U.S. Borrower for the period (taken as one accounting period) from November 24, 2003 to the date on which such Restricted Payment occurs or, if Consolidated Net Income is not reasonably determinable to such date, to the end of the U.S. Borrower’s most recently ended fiscal period for which internal financial statements are available at the time of such Restricted Payment, (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (2) 100% of the aggregate net cash proceeds (including, without limitation or duplication, net of expenses incurred in connection with the Offering), and the fair market value of property other than cash, received by Holdings or the Borrowers since November 24, 2003 as a contribution to its common equity capital or from the issue or sale of Stock of Holdings or the Borrowers or from the issue or sale of debt securities of Holdings or the Borrowers that have been converted into or exchanged for such Stock (other than Stock (or debt securities) sold to a Subsidiary of Holdings), plus (3) the net cash proceeds (net of expenses), and the fair market value of property other than cash, received by any fiscal yearCredit Party from the sale or other disposition (other than to a Credit Party) of any Investment made under Section 3.3(o) since November 24, 2003 and repurchase and redemptions of such Investments by any Person (other than a Credit Party) and repayments of loans or advances that constituted such an Investment by any Person (other than a Credit Party) less (x) Investments pursuant to Sections 3.3(o), (y) Restricted Payments pursuant to Section 3.5(k), and (z) prepayments or repurchases of Senior Notes or Subordinated Debt pursuant to Section 3.17 (excluding (I) such prepayments or repurchases (including accrued interest, redemption premiums, liquidated damages, and related expenses) funded directly or indirectly with proceeds of the Offering, and (II) purchases, redemptions, defeasements, or prepayments permitted by Section 3.17(ii)), (ii) Aggregate Borrowing Availability shall be no less than $40,000,000 and (iii) no Event of Default shall have occurred and be continuing or would result after giving effect to such Permitted Distribution; (e) Any Subsidiary of any Credit Party that is not a Wholly-Owned Subsidiary may make Restricted Payments to its shareholders or partners generally, so long as the Borrower or the Subsidiary that owns the equity interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary making such Restricted Payments and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (f) Borrowers may make a Restricted Payment to Holdings with respect to the first cash interest payment due to holders of the Senior Discount Notes in an aggregate amount not to exceed $8,000,000, which Restricted Payment would reduce the amount available for dividends pursuant to Section 3.5(d); (g) Holdings may make Restricted Payments prior to the extent it is required to issue cash in lieu of fractional shares to accommodated anti-dilution adjustments made to holders of its Stock; (h) the Borrower and its Subsidiaries The Credit Parties may make other Restricted Payments so long to minority shareholders of any Target (as at defined in Section 3.6) in connection with a Permitted Acquisition; provided, that such payments are within the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00limits set forth in Section 3.6(b)(v); (i) Holdings may make Restricted Payments may be made pursuant prior to this Section 6.07 within sixty days after date the Closing Date consisting solely of declaration proceeds from the issuance of any such Restricted Payment if such Restricted Payment was permitted the Senior Discount Notes, on a pro rata basis, to redeem part of the Holdings Series A Redeemable Preferred Stock and to pay a dividend on the date common stock of declaration thereofHoldings in an aggregate amount not to exceed $100,000,000; (j) Holdings may repurchase, prepay or redeem the Holdings Series A Redeemable Preferred Stock as part of the Related Transactions; and (jk) the Borrower and its Subsidiaries may make any other Restricted Payment so So long as (i) at the time no Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise be caused thereby and Aggregate Borrowing Availability is no less than $40,000,000 after giving effect hereto, the payment of dividends on any Borrower’s common stock (or dividends, distributions or advances to Holdings to allow Holdings to pay dividends on a pro forma basisHoldings’ common stock), following the Offering or the first public offering of any Borrower’s common stock, of (i) in the case of the Offering, up to such Restricted Payment if such Restricted Payment were 7.5% per annum of the amount contributed to be made at such time of declaration and the Borrowers by Holdings from the proceeds received by Holdings from the Offering, or (ii) in the amount thereofcase of the first public offering of common stock of such Borrower, when aggregated up to 7.5% per annum of the net proceeds received by such Borrower in such public offering, other than, in each case, public offerings with all other Restricted Payments made in reliance respect to Stock registered on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAForm S-8.

Restricted Payments. The Borrower will Company shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except; except that: (ai) any wholly-owned Subsidiary may declare and make dividend payments or other distributions to, or repay Indebtedness owed to, the Company or to another wholly-owned Subsidiary; (ii) any non-wholly-owned Subsidiary may declare and make dividend payments or other distribution to its shareholders or other equity holders generally so long as the Company or its respective Subsidiary which owns the equity interest in the Subsidiary paying such dividends or other distributions receives at least its proportionate share thereof (based upon its relative holdings of the equity interest in the Subsidiary paying such dividends or other distributions and taking into account the relative preferences, if any, of the various classes of equity interest of such Subsidiary); (iii) the Borrower Company and any Subsidiary may declare and make dividend payments or other Restricted Payments with respect to its Equity Interests distributions, in each case, payable solely in additional Equity Interestsits stock; (biv) Subsidiaries the Company may declare or make cash Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) Parent and/or Foreign Holdings to the extent constituting Restricted Payments(and only to the extent) necessary to enable Parent and/or Foreign Holdings to pay (A) their respective taxes, their respective operating expenses incurred in the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value 107 ordinary course of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries business (including, without limitation, directors' fees and expenses, employee compensation, governmental fees (including all Securities and Exchange Commission filing fees), legal, accounting and other professional fees and expenses, indemnities and lease obligations but excluding dividend payments to shareholders of Parent) and similar corporate overhead costs and expenses and (B) regularly accruing interest payments on the Convertible Subordinated Notes and any other Subordinated Indebtedness that has been issued by the Parent (in respect of tax withholding or other similar tax obligation related each case, subject to the foregoingsubordination provisions thereof); (v) any Credit Party may incur a Guarantee permitted under Section 6.03(l); and (vi) the Company may declare and make dividend payments to Parent to enable Parent to purchase, or the Company or a Subsidiary may purchase, shares of Parent's capital stock to deliver to directors as directors' fees in an lieu of cash, PROVIDED that such purchases are made on a basis consistent with past practice and the aggregate amount paid for such shares does not to exceed $15,000,000 400,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will Trust shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, excepthowever, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower Operating Partnership may make cash distributions to the Trust and other Restricted Payments holders of partnership interests in the Operating Partnership with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its Equity Interests payable solely shareholders in additional Equity Interestsan aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or (ii) 95.0% of Funds From Operations calculated on a trailing twelve (12) month basis; (b) Subsidiaries the Trust may make Restricted Payments ratably with respect cash distributions to their Equity Interestsits shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity InterestsSubsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Borrower Operating Partnership) that is not a Wholly Owned Subsidiary may make cash payments in lieu distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the issuance of fractional Trust or any other Subsidiary; (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interests in connection with any dividendsuch Operating Partnership for Equity Interests in the Trust; (g) The Trust may redeem or repurchase its Preferred Equity Interests, split at par or combination thereof or at a discount; (h) The Trust may declare and make Restricted Payments to the exercise extent paid and payable solely in Equity Interests (other than Mandatorily Redeemable Stock) of warrants, options or other the Trust; and (i) The Trust may make Restricted Payments in the form of cash payments to holders of securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with common stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to Trust in connection with the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other Trust's acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) securities in an aggregate amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) 20,000,000.00 during the term of this Agreement. Notwithstanding the foregoing, does but subject to the following sentence, if a Default or Event of Default exists, the Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in an aggregate amount not to exceed 25% the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or Event of Applicable EBITDADefault specified in Section 10.1(a), Section 10.1(b), Section 10.1(f) or Section 10.1(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2(a), the Trust shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than to the Trust or any Subsidiary that is a Loan Party.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may declare and make dividend payments or other Restricted Payments with respect to its Equity Interests distributions payable solely in additional the Equity InterestsInterests (other than Disqualified Capital Stock) of the Borrower; (b) Subsidiaries the Borrower and each Subsidiary may make Restricted Payments ratably with respect to the Borrower or any Subsidiary; provided that in the case of any such Restricted Payment by a Subsidiary that is not a wholly-owned Subsidiary, such Restricted Payment is made to the Borrower, any Subsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests in the relevant class of Equity Interests; (c) the Borrower may repurchase Equity Interests upon make Restricted Payments pursuant to and in accordance with the exercise Benefit Plans (including, without limitation, in connection with the exercise, vesting, delivery, termination, retirement, cancellation and exchange of stock options options, stock appreciation rights, restricted stock units, restricted stock and other awards under the Benefit Plans and in respect of withholding or warrants if similar Taxes payable by any holder of any such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestsaward); (d) the Borrower and the Subsidiaries may make Restricted Payments to consummate the Transactions; (e) the Borrower may make Restricted Payments to any current or former directors, officers or employees of, or consultants to, the Borrower or any Subsidiary (or to their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to purchase, redeem, retire or acquire the Equity Interests in the Borrower held by such Persons; provided that the aggregate amount of such Restricted Payments made by the Borrower shall not exceed the sum of (A) $4,000,000 in any fiscal year of the Borrower and (B) the amount in any fiscal year of the Borrower equal to the cash payments proceeds of key man life insurance policies received by the Borrower or any Subsidiary after the date hereof; provided, further that any unused portion of the amount calculated pursuant to clauses (A) and (B) above for any fiscal year of the Borrower may be carried forward to succeeding fiscal years of the Borrower; (f) the Borrower may purchase, redeem, retire or acquire in whole or in part any of its Equity Interests for another class or series of its Equity Interests or with the proceeds of a substantially concurrent issuance of new Equity Interests; provided that such new Equity Interests are not Disqualified Capital Stock and do not contain terms adverse in any material respects to the interests of the Lenders as compared to the terms contained in the Equity Interests so purchased, redeemed, retired or acquired; (g) the Borrower may pay cash in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for its Equity Interests in the Borroweror any Permitted Acquisition (or similar investment); (eh) the Borrower may enter into and exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (i) in addition to the foregoing Restricted Payments, the Borrower and its Subsidiaries may make any other Restricted Payments pursuant not to and in accordance with stock option plans or other benefit plans for management or employees of exceed the Borrower and its Subsidiaries; (f) Available Amount to the extent constituting Restricted PaymentsNot Otherwise Applied, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time no Event of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofor would result therefrom; and (j) in addition to the foregoing Restricted Payments, the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time no Event of the declaration of such Restricted Payment, no Default has occurred and is continuing prior to such Restricted Payment or would arise after giving effect thereto (including giving effect thereto on a pro forma basis), ) and (ii) after giving effect to such Restricted Payment if such Restricted Payment were and any related incurrence of Indebtedness on a pro forma basis, the Total Leverage Ratio is less than or equal to be made at such time 4.00 to 1.00. Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Section 6.07 shall not prohibit the payment of any dividend by the Borrower within sixty (60) days after the date of declaration and (ii) of such dividend if at the amount thereof, when aggregated date of such declaration such payment would have complied with all other Restricted Payments made in reliance on this clause (j) during the term provisions of this Agreement, does Section 6.07; provided that any such dividend shall be deemed for purposes of this Section 6.07 to have been made on the date of such declaration unless such dividend is not exceed 25% actually made within sixty (60) days after the date of Applicable EBITDAsuch declaration.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, or, other than MLP, issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) the Borrower each Subsidiary may make other Restricted Payments with to a Borrower that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect to its Equity Interests payable solely in additional Equity Interestsof which such Restricted Payment is being made; (b) Subsidiaries a Loan Party may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower may repurchase Equity Interests upon Borrowers shall be permitted to make Restricted Payments to the exercise of stock options or warrants if MLP in an aggregate amount not to exceed Available Cash to enable the MLP to make the Permitted Distribution, and the MLP shall be permitted to use the proceeds thereof to make Restricted Payments to its Unitholders (as such Equity Interests represent a portion term is defined in the Partnership Agreement) and holders of the exercise price of General Partner Units (as such options or warrants or with term is defined in the proceeds received from Partnership Agreement) and Incentive Distribution Rights (as such term is defined in the substantially concurrent issue of new Equity InterestsPartnership Agreement) so long as such Restricted Payments constitute Permitted Distributions; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting any payments under the CFA would be considered a Restricted PaymentsPayment, payments by the Borrower and MLP to the Subsidiaries may enter into transactions expressly permitted GP of amounts required to be paid by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for MLP to the repurchase, retirement or other acquisition or retirement for value of Equity Interests GP pursuant to the terms of the Borrower from any futureCFA as then in effect, present or former employee, officer, director or manager or consultant provided the aggregate amount of payments (which shall include payments in cash and Equity Interests) made by the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related MLP to the foregoing) in an amount GP thereunder does not to exceed $15,000,000 20,000,000 in any fiscal year; (he) cash payments made by the Borrower and its Subsidiaries may make other Restricted Payments so long as at MLP to any Original Investor (such payment being the time "Original Investor Payment") in consideration for the purchase by the MLP of making units in the MLP held by such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment Original Investor so long as (i) at the time MLP has received, prior to the date of the declaration of making such Restricted Payment, no Default has occurred and cash consideration of an amount which is continuing or would arise after giving effect (on a pro forma basis), not less than the Original Investor Payment from an unaffiliated Person from the sale by the MLP to such Restricted Payment if Person of units in the MLP in the exact number of units as is being repurchased from such Restricted Payment were to be made at such time of declaration Original Investor and (ii) the amount thereofMLP has made such repurchase from such Original Investor, when aggregated with all other and made such Original Investor Payment, promptly after the sale of its units to such unaffiliated Person; and (f) without duplication of any Permitted Equity Purchase contemplated by Section 7.02(p), Restricted Payments made in reliance on this clause (j) during the term consisting of this Agreement, does not exceed 25% of Applicable EBITDAa Permitted Equity Purchase.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower each Subsidiary may make other Restricted Payments with respect to its Persons that own Equity Interests payable solely in additional such Subsidiary, ratably according to their respective holdings of the type of Equity InterestsInterest in respect of which such Restricted Payment is being made; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make non-cash Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or employees other eligible service providers of the Borrower and its SubsidiariesSubsidiaries or in connection with a Permitted Acquisition involving the issuance of Equity Interests of the Borrower to its employees or other eligible service providers outside of a stock option or benefit plan that are subject to vesting and forfeiture conditions; (c) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (d) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (e) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests (other than Disqualified Stock); (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may make Restricted Payments (i) for pay withholding taxes in connection with the repurchase, retirement or other acquisition or retirement for value retention of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership equity-based compensation plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (i) the Borrower or any Subsidiary may pay cash in lieu of fractional shares in connection with the conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its Equity Interests or “net share settle” warrants; (j) the Borrower may make payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (l) the Borrower may make distributions or dividends consisting of products and/or services or other assets of the Borrower, either directly or through distributions or dividends consisting of all or a portion of the Equity Interests of Subsidiaries (other than Material Subsidiaries), that the Borrower has reasonably determined, in good faith, are not material to the operations or financial condition of the Borrower and its Subsidiaries taken as a whole, the fair market value (as reasonably determined by the Borrower) of all such distributions and dividends under this clause (l) in any fiscal year of the Borrower not to exceed $20,000,000 in the aggregate taken together with (but without duplication of) all Dispositions made in reliance on clause (l) of the definition of “Permitted Transfers” in such fiscal year; (m) so long as no Default exists immediately prior and after giving effect thereto, the Borrower may make other Restricted Payments so long as at in an aggregate amount during any fiscal year of the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is Borrower not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofexceed $50,000,000; and (jn) the Borrower and its Subsidiaries may make any other Restricted Payment so long as as, prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis)continuing, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereofConsolidated Leverage Ratio, when aggregated calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b), is less than or equal to 3.00 to 1.00, and (iii) the Loan Parties are otherwise in compliance with all other Restricted Payments made the financial covenants set forth in reliance Section 9.10, calculated on this clause a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAb).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) the Borrower each Subsidiary of a Loan Party may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsany Loan Party; (b) Subsidiaries the Loan Parties and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) in connection with the Simon Group Acquisition, the reimbursement of Kynetic, LLC for expenses paid by Kynetic, LLC on behalf of the Lead Borrower may repurchase and its Subsidiaries on or prior to the Simon Group Closing Date in an aggregate amount not to exceed $1,800,000;22 (d) the Lead Borrower may: (i) make repurchases or redemptions of its Equity Interests upon (x) in connection with the exercise of stock options or warrants restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (y) deemed to occur upon the withholding of a portion of such options Equity Interests issued to directors, officers or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu employees of the issuance of fractional Equity Interests in connection with Lead Borrower under any dividend, split or combination thereof or the exercise of warrants, options stock option plan or other securities convertible into benefit plan or exchangeable agreement for Equity Interests directors, officers and employees of the Lead Borrower to cover withholding tax obligations of such Persons in the Borrower; respect of such issuance, and (eii) the Borrower and its Subsidiaries may make other Restricted Payments Payments, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management or directors, officers and employees of the Borrower Lead Borrower; provided that, with respect to all transactions referred to in clauses (i) and its Subsidiaries(ii) above, the aggregate amount of all such cash amounts shall not exceed $1,000,000 in the aggregate for any Fiscal Year; provided, further, that this clause (d) shall not apply to any direct or indirect Put Right or other mandatory purchase by the Lead Borrower; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (ge) the Lead Borrower may make Restricted Payments repurchases or redemption of its Equity Interests if the consideration used to make such repurchase or redemption consists of the cancellation and forgiveness or satisfaction of (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests a promissory note in existence as of the Borrower from Closing Date made by any future, present or former employee, officer, director or manager or consultant executive officer of the Lead Borrower or any Subsidiary upon in favor of, and payable to, the death, disability, retirement or termination of employment of any such Person Lead Borrower or (ii) pursuant the McWeeny Notes (provided that, to the extent ▇▇▇▇ ▇▇▇▇▇▇▇ is required to make any tax payments as a result of such cancellation and in accordance with any agreement (including any employment agreement), stock option, stock grant forgiveness or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees satisfaction of the McWeeny Notes, the consideration from any such repurchase by the Lead Borrower and of its Subsidiaries (including, without limitation, Equity Interests in respect connection therewith may also be used to fund the payment by ▇▇▇▇ ▇▇▇▇▇▇▇ of any such required tax withholding or other similar tax obligation related to the foregoing) payments in an aggregate amount not to exceed $15,000,000 925,000 (or such higher amount agreed to in any fiscal year;writing by the Agent in its sole discretion)); and (hf) not later than forty-five (45) days after the Simon Group Closing Date, the Lead Borrower may purchase and cancel vested options to purchase its Subsidiaries common stock in an aggregate amount not to exceed $2,000,000. provided, however, the Loan Parties may only make other Restricted Payments so long as at the time of making such a Restricted Payment and immediately after giving effect in the form of Related Intellectual Property to any Person (including giving effect on a pro forma basisother than another Loan Party) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date is subject to a non-exclusive royalty-free license of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time such Intellectual Property in favor of the declaration Agent for use in connection with the exercise of such Restricted Paymentrights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, no Default has occurred and is continuing which license shall be substantially similar to the license described in Section 6.1 of the Security Agreement (or would arise after giving effect (on a pro forma basis), otherwise reasonably satisfactory to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAAgent.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower (i) each Subsidiary may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsany Loan Party and (ii) each Subsidiary that is not a Loan Party may make Restricted Payments to each other Subsidiary that is not a Loan Party; (b) Subsidiaries the Borrower may make Restricted Payments ratably (i) any payment of cash in lieu of a fractional share in accordance with respect the terms of any indenture (or equivalent agreement) governing Permitted Note Indebtedness and (ii) subject to their Equity Interestsany subordination provisions applicable thereto, regularly scheduled interest payments (including any additional and/or special interest) and normal course fee payments as and when due in accordance with the terms of any indenture (or equivalent agreement) governing Permitted Note Indebtedness; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options declare and make dividend payments or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestsother distributions payable solely in its Qualified Capital Stock; (di) the Borrower may make cash payments purchase any Permitted Equity Derivatives contemporaneously with and in lieu of connection with the issuance of fractional Equity Interests Permitted Note Indebtedness and (ii) in connection with the maturity of, or any dividendconversion, split redemption or combination thereof repurchase of Permitted Note Indebtedness, the Borrower may settle, terminate or the exercise of warrants, options or other securities convertible into or exchangeable for unwind any Permitted Equity Interests in the BorrowerDerivatives; (e) the Borrower may purchase, redeem or otherwise acquire its Qualified Capital Stock with Qualified Equity Issuance Proceeds received from the substantially concurrent issuance of its Qualified Capital Stock; (f) the Borrower and any Subsidiary may (i) make repurchases or redemptions of its Equity Interests (x) in connection with the exercise of stock options or restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (y) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees of the Borrower or any Subsidiary under any stock option plan or other benefit plan or agreement for directors, officers and employees of the Borrower and its Subsidiaries may to cover withholding tax obligations of such Persons in respect of such issuance and (ii) make other Restricted Payments Payments, not exceeding $2,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management current or former directors, officers and employees of the Borrower and its Subsidiaries; (f) ; provided that, upon the occurrence of the Full 2025 Notes Refinancing Date, such amount shall increase to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04$4,000,000; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof[reserved]; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Parent, OP LLC and the Borrower will not, and will not permit any of its their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: return any capital or make any distribution of its Property to its Equity Interest holders, except (ai) the Borrower Parent and OP LLC may make other Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; Interests (bother than Disqualified Capital Stock), (ii) Subsidiaries (other than the General Partner) of the Parent may make Restricted Payments declare and pay dividends ratably with respect to their Equity Interests; , (ciii) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower Parent and its Subsidiaries OP LLC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; , (fiv) to the extent constituting Restricted PaymentsParent, the Borrower OP LLC and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $250,000 in any calendar year for the repurchase, retirement or other acquisition or retirement for value purpose of repurchasing Equity Interests in any member of the Borrower from any futureParent, present OP LLC or the Borrower, as applicable, issued to such former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) employee pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive option plans or other benefit plans, in each case plans for future, present or former directors, officers, managers management or employees of the Borrower and its Subsidiaries Subsidiaries, (includingv) the Parent may pay the purchase price for any Permitted Bond Hedge Transaction(s), without limitation(vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of tax withholding the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the terms of such securities) or other similar tax obligation related customary mandatory prepayment or redemption event permitted by Section 9.02(j)(vii), upon repurchase of such securities pursuant to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (hviii) the Borrower General Partner may declare and its Subsidiaries may make other Restricted Payments to any other Credit Party and (ix) so long as at the time has no Default, Event of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default or Borrowing Base Deficency has occurred and is continuing continuting, the General Partner may declare and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) make Restricted Payments may be made pursuant in cash ratably with respect to this Section 6.07 within sixty days after date all of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and its Equity Interests (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time inclusive of the declaration of such Restricted Payment, no Default has occurred Class A Units (as defined in the General Partners LLC Agreement) and is continuing or would arise after giving effect (on a pro forma basisthe Class B Units), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will notCompany shall not make, and will shall not permit any Restricted Subsidiary to make any Restricted Payments or prepay any Indebtedness of Company or any of its Restricted Subsidiaries other than the Obligations, except for the following: a. So long as no Default or Event of Default exists either before or immediately following the making of any such payment, Company may make Restricted Payments; b. any Wholly-Owned Subsidiary of Company may pay dividends or make distributions to its parent; provided that, if such Wholly-Owned Subsidiary is indirectly owned by Company through one or more intermediate Subsidiaries, then such Subsidiary may not pay dividends or make distributions to its parent unless all of such intermediate Subsidiaries can pay dividends or make distributions to their respective parents without any restriction or limitation set forth in any Related Agreement; c. FCA Restaurant Company, LLC may make distributions to its members in an amount equal to their federal and state income tax liability arising from their respective allocable share of that Subsidiary’s taxable income so long as that Subsidiary is a pass-through tax entity under the Code (such distributions being the “Tax Distributions”); provided that: (i) such members’ federal and state income tax liability shall be computed on the basis of the highest marginal combined tax rate for individuals under the Code and Minnesota law; (ii) Tax Distributions shall be paid in estimated quarterly installments contemporaneously with an individual’s obligations to pay estimated income taxes based upon FCA Restaurant Company, LLC’s annualized income through the end of its fiscal month immediately preceding such tax installment’s due date and also contemporaneously with any such members’ filing of its, his or her federal and state income tax returns if the estimated Tax Distributions paid for any of that Subsidiary’s fiscal years are not sufficient to pay such members’ actual income tax liability arising from its, his or her share of that Subsidiary’s actual taxable income for such fiscal year as disclosed by copies of that Subsidiary’s tax returns and related Schedules K-1 for such fiscal year delivered to Agent and the Lenders pursuant to this Agreement; and (iii) if the Tax Distributions actually paid with respect to any of such Subsidiary’s fiscal years exceed the Tax Distributions permitted by this Section based upon such Subsidiary’s actual taxable net income as disclosed by copies of such tax returns and schedules described above, then such Subsidiary shall immediately recover the excess amount from the recipient and shall not pay any further Tax Distribution to any person until such excess amount is recovered; d. prepayments of: (i) Capitalized Lease Obligations; and/or (ii) other Indebtedness for borrowed money, provided that prepayments of Subordinated Indebtedness and unsecured Indebtedness shall not exceed $100,000,000 in the aggregate between the Effective Date and the Facility Termination Date, determined on a consolidated basis for Company and its Subsidiaries so long as, in either case, no Default or Event of Default exists either before or immediately following the making of such prepayment and such prepayment does not require Company or any of its Subsidiaries to, declare or make, or agree to pay any prepayment premium or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofpenalty; and (j) e. Company may purchase shares of its stock in the Borrower and open market for the purpose of selling such shares to its Subsidiaries may make any other Restricted Payment so long as (i) at the time employees pursuant to a qualified employee stock bonus plan described in Section 401 of the declaration Code or an employee stock purchase plan described in Section 422 of such Restricted Payment, no Default the Code that has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAbeen adopted by Company.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) the Borrower each Subsidiary of a Loan Party may make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interestsany Loan Party other than to the Parent; (b) Subsidiaries the Loan Parties and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) solely from and after the Borrower first anniversary of the Closing Date, if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may repurchase purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests;issued by it; and (d) solely from and after the Borrower may make cash payments in lieu first anniversary of the issuance of fractional Equity Interests in connection with any dividendClosing Date, split if the Payment Conditions are satisfied, the Parent and/or the Borrowers may declare or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower;pay cash dividends to their stockholders. (e) Notwithstanding the Borrower and its Subsidiaries may make foregoing, with respect to a Restricted Payments pursuant to and Payment in accordance with stock option plans respect of Material Intellectual Property (or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of any Subsidiary that owns Material Intellectual Property), such Restricted Payment shall not be permitted unless the Borrower from any futurerecipient thereof agrees in writing to be bound by a non-exclusive, present or former employeeroyalty-free, officer, director or manager or consultant worldwide license of such Material Intellectual Property in favor of the Borrower Agent for use in connection with the exercise of the rights and remedies of the Credit Parties, which license shall be in form and substance reasonably satisfactory to the Agent. Notwithstanding anything to the contrary contained herein, no Loan Party or any Subsidiary upon the death, disability, retirement or termination of employment of shall make any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, Restricted Payment in respect of tax withholding Material Intellectual Property (or other similar tax obligation related the Equity Interests of any Subsidiary that owns Material Intellectual Property) (in each case, whether as a Permitted Disposition, a Permitted Investment, a Permitted Encumbrance or otherwise) without the prior written consent of the Agent and the Required Lenders. Notwithstanding anything contained herein to the foregoing) in an amount not contrary, during the Deemed Borrowing Base Period, no Loan Party shall be permitted to exceed $15,000,000 in make any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect pursuant to clauses (including giving effect on a pro forma basisb) thereto through (xe) no Default has occurred and is continuing and above without the prior written consent of the Agent (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments which may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basisby email), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will Holdings shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary of the Borrower may make other Restricted Payments with to the Borrower, any Subsidiaries of the Borrower that is a Guarantor 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 to its Equity Interests payable solely in additional Equity Interestsof which such Restricted Payment is being made; (b) Subsidiaries Holdings and each Subsidiary may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Borrower Holdings may repurchase Equity Interests upon the exercise of stock options distribute rights pursuant to any existing shareholder rights plan or warrants if redeem such Equity Interests represent a portion of the exercise price of such options or warrants or rights in accordance with the proceeds received from the substantially concurrent issue terms of new Equity Interestsany such existing shareholder rights plan; (d) the Borrower may make cash Restricted Payments 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 lieu an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the BorrowerHoldings; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant any payment constituting an Early Retirement of (A) the Loans, (B) the ABL Revolving Loans, and (C) Indebtedness owing to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariesor any Subsidiary that is otherwise permitted hereunder; (f) to the extent Loan Parties may make any payment constituting Restricted Paymentsan Early Retirement of Indebtedness as a result of a refinancing, the Borrower and the Subsidiaries may enter into transactions expressly refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Sections 6.03 and 6.04Section 7.02; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) for to enable Holdings (or its Parent) to redeem or repurchase Equity Interests from officers, directors, employees or consultants of Holdings or its Subsidiaries, upon termination of employment or service, in connection with the repurchaseexercise of stock options, retirement stock appreciation rights or other acquisition equity incentives or retirement for value 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 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 Interests; and (iii) arising from repurchases of Equity Interests deemed to occur upon the exercise of stock options if such stock represents a portion of the Borrower from any future, present or former employee, officer, director or manager or consultant exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment 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 Person payment, (x) no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) Holdings shall be in compliance with the covenants set forth in Section 7.07), (ii) pursuant to Holdings may purchase a Permitted Bond Hedge Transaction and in accordance with can settle any agreement amount due under any related Permitted Warrant Transaction by set-off against such related Permitted Bond Hedge Transaction (including any employment agreementif such set-off is permitted under the terms thereof), by delivery of shares of its common stock optionand, stock grant or stock ownership planssubject to compliance with the proviso to clause (i) above, incentive plans or other benefit plans, by payment in each case for future, present or former directors, officers, managers or employees of cash and (iii) the Borrower may distribute to Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the foregoing clauses (i) and its Subsidiaries (including, without limitation, in respect ii); and (i) other Restricted Payments during the term of tax withholding or other similar tax obligation related to the foregoing) this Agreement in an aggregate amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments 10,000,000 plus, so long as at the time of making such Restricted Payment immediately before and immediately after giving effect (including giving effect thereto on a pro forma basis) thereto Pro Forma Basis (xi) no Default has or Event of Default shall have occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Paymentcontinuing, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, Consolidated Total Leverage Ratio does not exceed 25% of Applicable EBITDA2.50 to 1.00 for the most recent fiscal quarter for which financial statements are delivered pursuant to Section 6.01(a) or (b), the Additional Available Amount on the date such Restricted Payment is made.

Restricted Payments. The Borrower will not, and will not Make or permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: except that (asuch following payments being "Permitted Restricted Payments"): (i) any Loan Party may pay dividends or, in the Borrower may make case of a Loan Party that is not a corporation, any similar distribution, to the Parent (or its direct or indirect parent company) in amounts necessary to pay taxes (other Restricted Payments with respect to than Tax Distributions) and other customary expenses as and when due and owing by the Parent (or its Equity Interests payable solely direct or indirect parent company) in additional Equity Interests; the ordinary course of its business as a holding company (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion including salaries and related reasonable and customary expenses incurred by employees of the exercise price Parent (or its direct or indirect parent company)), and/or arising from such Persons' ownership interests in the Loan Parties; provided, that the aggregate amount of all such options or warrants or with dividends and distributions (other than (A) Tax Distributions, (B) dividend payments made pursuant to the proceeds received from the substantially concurrent issue of new Equity Interests; Stock Purchase Agreement and (dC) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests any expenses incurred in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests Transactions) made in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments reliance on this clause (i) for and paid after the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount Effective Date shall not to exceed $15,000,000 in any fiscal year; Fiscal Year; (hii) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing any Subsidiary of a Loan Party may make Restricted Payments to any Loan Party and (y) any Subsidiary of an Existing Credit Party may make Restricted Payments to any Loan Party; provided, that any Restricted Payment made by a Domestic Loan Party or a Canadian Loan Party to the Net Leverage Ratio Dutch Loan Parties (A) shall be used by such Subsidiaries for payroll and other employee wage and benefit payments to or for the benefit of such Subsidiaries' employees and for other general corporate purposes of such Subsidiaries or (B) shall be made in the ordinary course of business consistent with past practice; (iii) any Foreign Subsidiary that is not greater than 2.75 to 1.00; (i) a Loan Party may make Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofLoan Party or other Foreign Subsidiaries; and (jiv) the Borrower and its Subsidiaries Loan Parties may make dividends and other distributions to any Parent Company solely to enable such Parent Company to pay dividends and other Restricted Payment distributions to the holders of the Exchange Preferred Shares on a pro rata basis; (v) so long as (i) at the time no Event of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on result therefrom, any Loan Party may issue a pro forma basis)dividend to any Parent Company to enable such Parent Company to repurchase or redeem Equity Interests issued to employees of such Parent Company or any of its Subsidiaries pursuant to any employee stock ownership plan upon the termination, to retirement or death of any such Restricted Payment if employee in accordance with the provisions of such Restricted Payment were to be made at plan; provided, that the aggregate amount of all such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made dividends issued in reliance on this clause (j) during the term of this Agreement, does any Fiscal Year shall not exceed 25% of Applicable EBITDA.$1,000,000;

Restricted Payments. The Except for the distribution to Enterprise Products OLLC or its Affiliates of certain proceeds of the initial Loans as provided in Section 5.07, the Borrower will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except as long as no Event of Default has occurred and is continuing or would result therefrom, (ai) the Borrower may make other Restricted Payments with respect to its Equity Interests payable solely from Available Cash (as defined in additional Equity Interests; the Partnership Agreement) from Operating Surplus (bas defined in the Partnership Agreement) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) cumulative from January 1, 2007 through the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price date of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; Restricted Payment, (dii) the Borrower may make cash payments in lieu additional Restricted Payments of up to $20,000,000 during the issuance term of fractional this Agreement, (iii) subject to Section 6.09, any Subsidiary may buy back any of its own Equity Interests in connection with any dividendInterests, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; and (eiv) the Borrower and its Subsidiaries may make Restricted Payments payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in the Borrower or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by the Borrower or such Subsidiary in the ordinary course of business; provided, that even if an Event of Default shall have occurred and in accordance with stock option plans is continuing, no Subsidiary shall be prohibited from upstreaming dividends or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) payments to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon (which is not a Project Finance Subsidiary) or making, in the death, disability, retirement or termination of employment case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Person Subsidiary; provided, any dividends or payments by any such Subsidiary that is not wholly-owned (iidirectly or indirectly) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of by the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in Borrower shall be not less than an amount not equal to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and the Borrower’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the Net Leverage Ratio is not greater than 2.75 amount of all such dividends and payments made to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date all owners of declaration of any Equity Interests in such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDASubsidiary.

Restricted Payments. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayments, except: (a) (i) any Subsidiary may declare and pay dividends, payments or distributions to the Borrower or any Subsidiary (and, in the case of any such Subsidiary making such dividend or distribution, to holders of its Stock other than the Borrower or another Subsidiary on no more than a pro rata basis), and (ii) any Loan Party or Subsidiary may declare and make dividends or other Restricted Payments with respect to its Equity Interests distributions payable solely in additional Equity Interestsits Stock; (b) the Loan Parties and their Subsidiaries may make Restricted Payments ratably pay, as and when due and payable, regularly scheduled payments of interest only at the non-default rate in respect of the Subordinated Debt, solely to the extent permitted under the applicable subordination agreement or subordination provisions with respect to their Equity Intereststhereto; (c) the Loan Parties and their Subsidiaries may pay, as and when due and payable, non-accelerated mandatory payments in respect of Subordinated Debt, solely to the extent permitted under the applicable subordination agreement or subordination terms with respect thereto; (d) any purchase, redemption, retirement or other acquisition of Stock of the Borrower may repurchase Equity Interests held by consultants, officers, directors and employees or former consultants, officers, directors or employees (or their transferees, estates, or beneficiaries under their estates) of Borrower and its Subsidiaries not to exceed $1,500,000 in the aggregate in any Fiscal Year (it being agreed that, to the extent constituting a transaction permitted by Section 6.4(c), the amount of any Indebtedness of such Persons owing to the Borrower or any Subsidiary forgiven in connection with such Restricted Payment shall be excluded from any determination pursuant to this clause (ii)(d)); provided that the portion of such basket that is not used by the Borrower or its Subsidiaries in any Fiscal Year shall be carried forward and shall increase such basket for succeeding fiscal years; (e) cashless repurchases of Stock deemed to occur upon exercises of options and warrants or the exercise settlement or vesting of stock options or warrants other equity awards if such Equity Interests represent Stock represents a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interestssimilar equity incentive awards; (df) cash payments made by the Borrower may make to redeem, purchase, repurchase or retire its obligations under options, warrants and other convertible securities issued by it in the nature of customary cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and shares in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04terms thereof; (g) the Borrower may make Restricted Payments acquire (ior withhold) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) its Stock pursuant to and in accordance with any agreement (including any employment agreement), employee stock option, stock grant option or stock ownership plans, incentive plans or other benefit plans, in each case similar plan to pay withholding taxes for future, present or former directors, officers, managers or employees of the which Borrower and its Subsidiaries (including, without limitation, is liable in respect of tax withholding a current or other similar tax obligation related to former officer, director, employee, member of management or consultant upon such grant or award (or upon vesting or exercise thereof) and the foregoing) Borrower may make deemed repurchases in an amount not to exceed $15,000,000 in any fiscal yearconnection with the exercise of stock options; (h) payments related to share withholdings for individual taxes related to vested restricted stock units (RSUs), options and other equity grants made to employees (such payments, the “Employee WHT Payments”), as permitted under the Borrower’s Incentive Stock and Awards Plans (as in existence on the Closing Date or entered into in the Ordinary Course of Business), and required under certain of Borrower’s equity grants and employment agreements (in each case as in effect on the Closing Date or entered into in the Ordinary Course of Business); provided that, together with the Financial Statements and a corresponding Compliance Certificate that is required to be delivered the Agent pursuant to Section 8.1 and Annex C for such Fiscal Year, a Responsible Officer of the Borrower shall deliver to the Agent a certificate setting forth the amount of the foregoing payments for such accounting period, together with supporting information in form and substance reasonably satisfactory to the Agent; (i) the Borrower’s purchase, redemption, retirement, or other acquisition of shares of its Subsidiaries Stock with the proceeds received from a substantially concurrent issue of new shares of its Qualified Stock; and (j) the Loan Parties may make other Restricted Payments so long as at the time Payment Conditions are satisfied as of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDA.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) the Borrower each Subsidiary may make other Restricted Payments with to the Borrowers, any Subsidiaries of the Parent Borrower that are Guarantors 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 to its Equity Interests payable solely in additional Equity Interestsof which such Restricted Payment is being made; (b) the Parent Borrower and each of its Subsidiaries may declare and make Restricted Payments ratably with respect to their dividend payments or other distributions payable solely in the common stock or other common Equity InterestsInterests of such Person; (c) the Parent Borrower may repurchase purchase, redeem or otherwise acquire its Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower Borrowers may make declare and pay cash payments in lieu dividends to Holdings or any other direct parent of the issuance Borrowers in amounts not to exceed amounts necessary to permit Holdings or any other direct parent of fractional Equity Interests the Borrowers, as the case may be, to pay (i) reasonable and customary corporate or limited liability company expenses and operating expenses relating to maintaining their ownership interest in the Borrowers (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests their employment in the Borrowerordinary course of business and to board of director observers), (ii) franchise fees or similar taxes and fees required to maintain their corporate or limited liability company existence and (iii) for any taxable period during which the Borrowers are a member of a consolidated, combined, unitary or similar tax group of which Holdings is the common parent, the amount of any Taxes that the Borrowers and their Subsidiaries would have been required to pay for such year had the Borrowers and their Subsidiaries paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by the Parent Borrower or any of its Subsidiaries); (e) so long as no Default shall have occurred and be continuing (or would result therefrom) the Borrower Borrowers may pay dividends to Holdings and Holdings may use the proceeds thereof to, in each case, repurchase, redeem or otherwise acquire or retire Equity Interests of Holdings held by officers, directors or employees of such Persons, as the case may be, and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans (or other benefit plans for management their estates or employees of the Borrower and its Subsidiaries; (ftrusts) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person officer, director or employee; provided that the aggregate amount of payments to Holdings by the Borrowers under this clause (iie) pursuant to will not exceed $10,000,00015,000,000 in any Fiscal Year of the Borrowers (with the unused portion of such scheduled amount available for use in anythe succeeding Fiscal Year); (f) so long as no Default shall have occurred and in accordance with any agreement be continuing (including any employment agreementor would result therefrom), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) Restricted Payments in an amount not to exceed (x) $15,000,000 5,000,000 in any fiscal yearFiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year) or (y) $20,000,000 in the aggregate; (g) other Restricted Payments so long as the RP Conditions are satisfied; (h) the Borrower and its Subsidiaries may Borrowers shall be permitted to make other Restricted Payments so long as at in an aggregate amount not to exceed $7,000,000 in order to allow Holdings to purchase, redeem or otherwise acquire its Equity Interests from stockholders of Holdings other than the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00;Sponsors; and (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on or about the date of declaration thereof; and (j) Amendment No. 1 Effective Date in connection with the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDATransactions.

Restricted Payments. The (1) If any Event of Default has occurred and is continuing, the Borrower will notshall not make, and will shall not permit any of its Subsidiaries toSubsidiary Entities to make any Distributions other than Distributions to the Seller in respect of Permitted Entitlement Payments, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) the Borrower may make other Restricted provided that such Permitted Entitlement Payments with respect to its Equity Interests payable solely in additional Equity Interests; (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and are then due in accordance with stock option plans or other benefit plans for management or employees the terms of the Borrower and its Subsidiaries;Asset Purchase Agreement. (f2) The Borrower shall not make, and shall not permit any of its Subsidiary Entities to the extent constituting Restricted Paymentsmake, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for the repurchase, retirement or any other acquisition or retirement for value Distributions unless no Event of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal year; (h) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred and is then continuing and (y) such Distribution consists of one or more of the Net Leverage Ratio is not greater than 2.75 to 1.00;following: (i) Restricted Such Distribution is to the Seller in respect of Permitted Post Closing Sale Payments, provided that such Permitted Post Closing Sale Payments are then due in accordance with the terms of the Asset Purchase Agreement. (ii) Permitted Tax Distributions, (iii) [reserved]. (iv) In the event, as of the end of a calendar quarter, taking into consideration the proposed Distribution, the ratio (expressed as a percentage) of Total Funded Debt to Total Book Capitalization is less than 60% and trailing twelve (12) months EBITDA is $225 million or more (the “Base Distribution Conditions”), Distributions not exceeding $2.5 million in any calendar quarter. (v) The Permitted Management Fee may be made pursuant paid to this Section 6.07 within sixty days TOUSA Member subject to the following conditions: (A) The aggregate amount of the fee shall not exceed $5 million with respect to any calendar year; (B) All such fees shall accrue and shall only be payable on and after date of declaration of any such Restricted the Management Fee Payment Date if such Restricted Payment was permitted payments will not, on a pro-forma basis, result in non-compliance with any of the date of declaration thereofcovenants in Section 6.9 below; and (jC) The Permitted Management Fee shall be (and is hereby) fully subordinated to the payment of the Obligations. (vi) Distributions to TOUSA Member (through the Upper Tier Companies) as reimbursement for any Permitted Entitlement Cure Payment, provided that each of the following conditions has been satisfied: (A) The aggregate amount of such Distributions does not exceed $37.5 million; (B) The Distributions shall occur quarterly in three equal installments; and (C) At the time of each such quarterly Distribution the ratio (expressed as a percentage) of Total Funded Debt to Total Book Capitalization is less than 70%, and trailing twelve (12) months EBITDA is $225 million or more. (vii) Distributions to TOUSA Member (through the Upper Tier Companies) as reimbursement for the Priority Capital Investment provided the following conditions have been satisfied: (A) the Borrower Distributions are made only during the Senior Extension Period (provided all conditions thereto have been satisfied, including those under Section 2.6, and its Subsidiaries may make any other Restricted Payment so long as the Facilities have in fact been extended); (iB) the Distributions shall occur quarterly in four equal installments and the aggregate amount of the Distributions shall not exceed the Priority Capital Investment; (C) no interest or preferred return shall have been or shall be paid in respect of the Priority Capital Investment prior to the repayment in full of all Obligations (including all outstanding principal and interest); and (D) at the time of each such quarterly redemption no Potential Default or Event of Default then exists and each of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDABase Distribution Conditions shall have been satisfied.

Restricted Payments. The Borrower will notNot, and will not permit any Subsidiary to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or equity securities on account of any of its Subsidiaries toEquity Interests, declare (ii) purchase, redeem or makeotherwise 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, except”); provided that: (a) any Subsidiary may declare and make dividend payments or other distributions to the Borrower or a wholly owned Subsidiary of the Borrower; provided that any Subsidiary that is a Loan Party may only declare and make dividend payments and other Restricted Payments with respect distributions (i) to its another Loan Party or (ii) in the form of Equity Interests payable solely in additional Equity Interestsof such Subsidiary (other than Disqualified Stock); (b) Subsidiaries may make Restricted Payments ratably with respect to their Equity Interests; (c) the Borrower may repurchase non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such the Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Intereststhereof; (dc) (i) payments of interest to the holders of the 2018 Convertible Notes, the 2022 Convertible Notes and other Convertible Debt pursuant to the terms thereof, (ii) repurchases of the 2018 Convertible Notes, the 2022 Convertible Notes and other Convertible Debt permitted by Section 10.21(a)(vi), and (iii) the honoring of any conversion request of a holder of 2018 Convertible Notes, the 2022 Convertible Notes or other Convertible Debt (including any payment of cash in connection with such conversion pursuant to the terms of such 2018 Convertible Notes, the 2022 Convertible Notes or other Convertible Debt, as the case may be, in an amount not to exceed the sum of (x) the principal amount of such 2018 Convertible Notes, the 2022 Convertible Notes or other Convertible Debt, as applicable, and any Permitted Refinancing thereof, plus (y) any payments received by the Borrower or any of its Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction) and may make cash payments in lieu of the issuance of fractional Equity Interests shares in connection with any dividendsuch conversion, split in each case on terms no less favorable in any material respect to the Loan Parties or combination the Lenders than the terms in effect on the Effective Date; (d) (i) any payments in connection with a Permitted Bond Hedge Transaction and (ii) the settlement of any related Permitted Warrant Transaction (x) by delivery of shares of the Borrower’s common stock upon settlement thereof or (y) by (A) set-off against the exercise related Permitted Bond Hedge Transaction or (B) payment of warrants, options or other securities convertible into or exchangeable for Equity Interests an early termination amount thereof in the Borrowercommon stock upon any early termination thereof; (e) so long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing or would immediately result therefrom, the Borrower and its Subsidiaries may make Restricted Payments pursuant to its equityholders consistent with its past and ongoing practices in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries;an aggregate amount not to exceed $25,000,000 in each Fiscal Year; and (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (g) the Borrower may make Restricted Payments (i) for to its equityholders in a total amount after the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount Effective Date not to exceed $15,000,000 in any fiscal year; the Available Amount; provided that, (hA) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a to any such Restricted Payment, the pro forma basis) thereto (x) no Default has occurred and is continuing and (y) the Net Total First Lien Leverage Ratio is not greater than 2.75 3.50 to 1.00; 1.00 and (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof; and (j) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (iB) at the time of the declaration of and after giving effect to any such Restricted Payment, no Event of Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAresult therefrom.

Restricted Payments. The Borrower Holdings will not, and will not permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) declare or pay any dividends on any of its Equity Interests (other than dividends payable solely by issuance of its Equity Interests (other than Disqualified Equity Interests) or rights to acquire such Equity Interests), (b) purchase or redeem any such Equity Interests or any warrants, units, options or other rights in respect of such Equity Interests (other than for consideration consisting of Equity Interests having terms not less favorable to the Lenders than the terms of the Equity Interests so purchased or redeemed), (c) make any other distribution to shareholders, (d) prepay, purchase, defease or redeem any Subordinated Debt, 10.75% Notes, Senior Notes, Replacement Senior Notes or any Debt incurred in reliance on clause (b) of Section 6.02 (all of the foregoing Debt described in this clause (d) being “Restricted Debt”), (e) make any payment of principal of or interest on, or acquire, redeem or otherwise retire, or make any other distribution in respect of, any of the QuIPS Debentures or the QuIPS Preferred Securities or (f) set aside funds for any of the foregoing (each of the foregoing events in clauses (a) through (f), a “Restricted Payment”); provided that (i) any Subsidiary may declare and pay dividends to Holdings or to any direct or indirect wholly owned Subsidiary; (ii) the U.S. Borrower may make other Restricted Payments declare and pay dividends to Holdings; (iii) any Excluded Subsidiary may declare and pay dividends ratably with respect to its Equity Interests payable solely Interests; (iv) the QuIPS Trust may make a distribution of Holdings’s common stock pursuant to the terms of the QuIPS Preferred Securities or the QuIPS Debentures; (v) so long as no Default exists or would result therefrom, Holdings may make payments on the QuIPS Debentures and permit the QuIPS Trust to make corresponding distributions on the QuIPS Preferred Securities in additional accordance with the terms of the QuIPS Indenture; (vi) so long as (x) no Default exists or would result therefrom and (y) the aggregate amount of all purchases of Equity Interests; , warrants or units made by Holdings (bor, prior to August 5, 1998, the U.S. Borrower) Subsidiaries since October 1, 1997 (excluding purchases permitted by clause (xii) below) does not exceed $12,000,000, Holdings may make purchase its common stock or warrants, or units issued in respect thereof, from time to time on terms consistent with those set forth under the heading “Certain Agreements Relating to the Outstanding Securities” in the U.S. Borrower’s Private Placement Memorandum dated September 12, 1997; (vii) so long as no Default exists or would result therefrom, Holdings and any Subsidiary may prepay, purchase, defease or redeem, as applicable, any Restricted Payments ratably Debt with the proceeds of (A) an incurrence of Subordinated Debt permitted by Section 6.02(f), (B) with respect only to Restricted Debt incurred in reliance on Section 6.02(b), an incurrence of unsecured Debt permitted by Section 6.02(b) that has no amortization prior to the date that is six months after the Term Loan Maturity Date, (C) in the case of the 10.75% Notes, Senior Notes and Replacement Senior Notes, an incurrence of Replacement Senior Notes permitted by Section 6.02(o), (D) an issuance of Equity Interests (other than Disqualified Equity Interests) or (E) with respect to their Equity Interests; (c) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of 10.75% Notes, the issuance of fractional Equity Interests the Senior Notes in connection with any dividendthe Tender Offer, split provided that such prepayment, purchase, defeasance or combination thereof redemption, as the case may be, is consummated within 45 days of such incurrence or issuance, and provided further, that none of the exercise 10.75% Notes shall be purchased pursuant to the Tender Offer unless the requirements of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; Section 6.15(a) have been satisfied; (eviii) the U.S. Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of redeem the Borrower and its Subsidiaries; (f) Senior Notes to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted required by Sections 6.03 and 6.04; Section 6.15(b); (gix) the Borrower Holdings may make Restricted Permitted Management Incentive Payments (i) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower from any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an aggregate amount not to exceed $15,000,000 in 10,000,000 during any fiscal calendar year; ; (hx) the U.S. Borrower may prepay, purchase, defease or redeem the 10.75% Notes if, at the time of any such prepayment, purchase, defeasance or redemption, the aggregate principal amount of outstanding 10.75% Notes does not exceed $25,000,000; (xi) Holdings and any Subsidiary, as applicable, may make any Exempted Payment; (xii) so long as no Default exists or would result therefrom, Holdings and its Subsidiaries may make effect any other Restricted Payments so long as Payment; provided, that, at the time of making and after giving effect to any such Restricted Payment, the aggregate amount of all Restricted Payments made pursuant to this clause (xii) on and after the Effective Date, together with aggregate amount of Investments made pursuant to clauses (l) and (q) of Section 6.10, shall not exceed the sum of (A) $200,000,000 plus (B) if the Funded Debt to Cash Flow Ratio is less than 3.5 to 1.0 as of the date such Restricted Payment is being made (determined after giving effect to such Restricted Payment and immediately any Funded Debt that is incurred on such date), an aggregate amount equal to the sum of 33 1/3% of Consolidated Net Income for each Fiscal Quarter ending on or after giving effect (including giving effect on a pro forma basis) thereto (x) no Default has occurred June 30, 2004 and is continuing and (y) prior to the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofis being made (and for which financial statements are available) for which Consolidated Net Income is positive; and and (jxiii) the Borrower and its Subsidiaries 9.00% Redemption may make any other Restricted Payment so long as (i) at be effected in accordance with Section 4.02(c). For the time avoidance of doubt, nothing in this Section 6.04 shall prohibit Holdings from paying cash in lieu of issuing fractional Equity Interests of Holdings in connection with the declaration conversion of Debt into such Equity Interests in accordance with the terms of such Restricted Payment, no Default has occurred and is continuing Debt. Nothing in this Section 6.04 shall prohibit Holdings from permitting the cashless exercise of any options or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time warrants for stock of declaration and (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j) during the term of this Agreement, does not exceed 25% of Applicable EBITDAHoldings.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted PaymentPayments, exceptexcept as ------------------- ------ follows: (a) the Borrower Lessee may make pay dividends or other Restricted Payments with respect to its Equity Interests distributions payable solely in additional Equity Interests; shares of capital stock of the Lessee and (b) Subsidiaries any Subsidiary of the Lessee may make Restricted Payments ratably with respect to their Equity Interests; (cA) the Borrower may repurchase Equity Interests upon the exercise of stock options Lessee or warrants if such Equity Interests represent a portion (B) any other Subsidiary of the exercise price Lessee (other than Snap Appliances, except that any Subsidiary of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrower may make cash payments in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (e) the Borrower and its Subsidiaries Snap Appliances may make Restricted Payments to Snap Appliances); (ii) the Lessee may distribute rights pursuant to and a shareholder rights plan or redeem such rights, provided that such -------- redemption is in accordance with stock option plans or other benefit plans for management or employees the terms of the Borrower and its Subsidiariessuch shareholder rights plan; (f) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (giii) the Borrower Lessee may make Restricted Payments in connection with or pursuant to any of its Employee Benefits Plans or in connection with the employment, termination or compensation of its employees, officers or directors; (iiv) for the repurchase, retirement or other acquisition or retirement for value Lessee may make Restricted Payments with the Net Security Proceeds received from a substantially concurrent issuance of Equity Interests of Securities or capital stock or with its Equity Securities or capital stock or the Borrower from Lessee may convert any future, present or former employee, officer, director or manager or consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such Person or (ii) pursuant to and Equity Securities in accordance with any agreement (including any employment agreement), stock option, stock grant or stock ownership plans, incentive plans or their terms into other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Borrower and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) in an amount not to exceed $15,000,000 in any fiscal yearEquity Securities; (hv) the Borrower Lessee may purchase Equity Securities pursuant to one or more stock repurchase programs, provided that (A) no Default or Event of -------- Default shall have occurred and its Subsidiaries may make other Restricted Payments so long as at the time of making such Restricted Payment be continuing, and immediately (B) after giving effect to any such repurchases the Lessee shall be in compliance with Section ------- 10.2(e); ------- (including giving effect vi) the Lessee may, on a pro forma basis) thereto (x) or before the date twelve months subsequent to the First Amendment Effective Date, dividend or distribute to its shareholders all or substantially all stock of Snap Appliances held by it pursuant to the Snap Spin-Off, provided there exists no Default has occurred and is continuing and (y) the Net Leverage Ratio is not greater than 2.75 to 1.00; (i) Restricted Payments may be made pursuant to this Section 6.07 within sixty days after date or Exist of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereofDefault; and (jvii) the Borrower and Lessee may declare or pay any dividends in respect of its Subsidiaries may Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to shareholders not otherwise permitted hereunder, provided that the aggregate amount paid or distributed in any other Restricted Payment so long as period of -------- four consecutive quarters (i) at the time of the declaration of such Restricted Payment, no Default has occurred and is continuing or would arise after giving effect (on a pro forma basis), to such Restricted Payment if such Restricted Payment were to be made at such time of declaration and excluding any amounts covered by clause (ii) the amount thereof, when aggregated with all other Restricted Payments made in reliance on this clause (j----------- above) during the term of this Agreement, does not exceed 25% five percent (5%) of Applicable EBITDAConsolidated Tangible Net Worth as determined as of the fiscal quarter immediately preceding the date of determination.